EXHIBIT 10.2



 


NEITHER THESE SECURITIES NOR
THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION 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.


 


THIS DEBENTURE DOES NOT REQUIRE
PHYSICAL SURRENDER OF THE DEBENTURE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION
OR CONVERSION OF ANY PORTION OF THIS DEBENTURE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE MAY BE LESS THAN
THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.


 


15% CONVERTIBLE
DEBENTURE


 


OF


 


REGENCY
YAMUNA ENERGY LIMITED


 


Issuance Date: October 18,
2013


 


Total Face Value of Debenture:
Rs. 4,200,000 


 


THIS CONVERTIBLE
DEBENTURE is a duly authorized Convertible Debenture(the “Debenture”) of Regency Yamuna Energy Limited,
a corporation duly organized and existing under the laws of the India (the “Company,” “RYEL”
or the “Maker”), designated as the Company’s 15% Convertible Debenture Due One (1) year from the Issuance
Date (“Maturity Date”) in the original principal amount of Rs. 4,200,000 (the “Principal Amount”).
Terms not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined herein).


 


FOR VALUE
RECEIVED, the Company hereby promises to pay to the order of Pan Asia Infratech, Corp., a corporation duly organized
and existing under the laws of Nevada (“Pan Asia”),or its registered assigns or successors-in-interest (the
“Holder”) the Principal Amount together with all accrued but unpaid interest thereon on the Maturity Date,
to the extent such principal amount and interest has not been repaid or converted into the Company’s Common Shares at a
rate of Indian Rupee (INR) 14.50 per share (the “Common Shares”), subject to adjustment, in accordance with
the terms hereof.


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 1



    	 



    


 


Interest
on the unpaid principal balance hereof shall accrue at the rate of Fifteen Percent (15%) per annum from 90 days from the date
of original issuance hereof (the “Issuance Date”) until the same becomes due and payable on the Maturity Date,
or such earlier date upon acceleration or by conversion or redemption in accordance with the terms hereof or of the other Agreements.
Notwithstanding anything contained herein, this Debenture shall bear interest on the due and unpaid Principal Amount from and
after the occurrence and during the continuance of an Event of Default pursuant to Article II at the rate (the “Default
Rate”) equal to the lower of Eighteen Percent(18%) per annum or the highest rate permitted by Law. Unless otherwise
agreed or required by applicable Law, payments will be applied first to any unpaid collection costs, then to unpaid interest and
fees and any remaining amount to principal.


 


This Debenture
may not be prepaid without written consent from Holder. Whenever any amount expressed to be due by the terms of this Debenture
is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which
is a Business Day. Any amount prepaid shall first be applied to accrued and payable interest and then to the outstanding Principal
Amount.


 


For purposes
hereof the following terms shall have the meanings ascribed to them below:


 


“Bankruptcy
Event” means any of the following events: (a) the Company 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 thereof; (b) there is commenced against the Company any such case or proceeding that is not
dismissed within 60 days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other
order approving any such case or proceeding is entered; (d) the Company 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 days; (e) the Company makes a general assignment
for the benefit of creditors; (f) the Company fails to pay, or states that it is unable to pay or is unable to pay, its debts
generally as they become due; (g) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment
or restructuring of its debts; or (h) the Company, 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.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of NewDelhi,
India are authorized or required by law or executive order to remain closed.


 


“Change
in Control Transaction” will be deemed to exist if (i) there occurs any change in the Company’s share structure
as certified true and correct in Exhibit B attached hereto (the “Certified Share Register”),
or (ii) the Company takes actions to abrogate its commitments under the Stock Purchase Agreement.


 


“Company
Representations and Warranties” shall mean the representations and warranties of the Company set forth under Article
III in the Stock Purchase Agreement.


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 2



    	 



    


 


“Conversion
Ratio” means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this
Note (or such portion thereof that is being redeemed or repurchased) in INR (Indian Rupees) and of which the denominator is the
Conversion Price as of the date such ratio is being determined.


 


“Conversion
Price” shall be equal to Rs. 14.50, subject to adjustment pursuant to the terms contained herein.


 


“Convertible
Securities” means any convertible securities, warrants, options or other rights to subscribe for or to purchase
or exchange for, shares of Common Shares.


 


“Encumbrance”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option,
security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Debenture, (ii) all accrued but unpaid
interest hereunder, and (iii) any default payments owing under the Agreements but not previously paid or added to the Principal
Amount.


 


“Rupee(s)”
or “Rs.” shall mean the legal currency of India.


 


“SBOP”
means the State Bank of Patalia.


 


“SBOP
Term Loan Credit Facility” means (i) SBOP Term Loan I; (ii) SBOP Term Loan II; (iii) SBOP Term Loan III; (iv) SBOP Term
Loan IV and (v) SBOP Term Loan V in the aggregate amount of Rs. 258,841,358.25 as reflected on the Unaudited Balance Sheet of
the Company at June 30, 2013.


 


“Stock
Purchase Agreement” means that certain definitive Stock Purchase Agreement by and among the Company, Pan Asia, Mr.
Arun Sharma (as the promoter) and the remaining stockholders of the Company pursuant to which Pan Asia shall invest an
aggregate of Rs. 38.75 Cr. in the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion
of the Project, and to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth herein.


 


“Underlying
Shares” means the shares of Common Shares into which the Debenture is convertible (including interest or principal
payments in Common Shares as set forth herein) in accordance with the terms hereof.


 


“USD”
or “$” shall mean United States Dollars.


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 3



    	 



    


 


The following
terms and conditions shall apply to this Debenture:


 


Article I. Conversion.


 


		(a)	Conversion
                                                                                                                                                                                                                         Right



 


		(i)	Subject
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  hereof
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  restrictions
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  limitations
                                                                                                                                                                                                                  contained
                                                                                                                                                                                                                  herein,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  right,
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder’s
                                                                                                                                                                                                                  option,
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  convert
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  Principal
                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Interest
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  whole
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  delivering
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  directly
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  Company’s
                                                                                                                                                                                                                  Transfer
                                                                                                                                                                                                                  Agent,
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  fully
                                                                                                                                                                                                                  executed
                                                                                                                                                                                                                  notice
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  conversion
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  form
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  conversion
                                                                                                                                                                                                                  notice
                                                                                                                                                                                                                  attached
                                                                                                                                                                                                                  hereto
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  Exhibit
                                                                                                                                                                                                                  A
                                                                                                                                                                                                                  (the
                                                                                                                                                                                                                  “Conversion
                                                                                                                                                                                                                  Notice”),
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  transmitted
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  email.



 


		(ii)	The
                                                                                                                                                                                                                   date
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   Conversion
                                                                                                                                                                                                                   Notice
                                                                                                                                                                                                                   hereunder
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   Payment
                                                                                                                                                                                                                   Date
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   referred
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   herein
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   “Conversion
                                                                                                                                                                                                                   Date.”
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   converting
                                                                                                                                                                                                                   less
                                                                                                                                                                                                                   than
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   Principal
                                                                                                                                                                                                                   Amount
                                                                                                                                                                                                                   hereunder
                                                                                                                                                                                                                   pursuant
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   Conversion
                                                                                                                                                                                                                   Notice,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   promptly
                                                                                                                                                                                                                   deliver
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   (but
                                                                                                                                                                                                                   no
                                                                                                                                                                                                                   later
                                                                                                                                                                                                                   than
                                                                                                                                                                                                                   five
                                                                                                                                                                                                                   Business
                                                                                                                                                                                                                   Days
                                                                                                                                                                                                                   after
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Conversion
                                                                                                                                                                                                                   Date)
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   Debenture
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   Principal
                                                                                                                                                                                                                   Amount
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   has
                                                                                                                                                                                                                   not
                                                                                                                                                                                                                   been
                                                                                                                                                                                                                   converted
                                                                                                                                                                                                                   if
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Debenture
                                                                                                                                                                                                                   has
                                                                                                                                                                                                                   been
                                                                                                                                                                                                                   surrendered
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   partial
                                                                                                                                                                                                                   conversion.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   maintain
                                                                                                                                                                                                                   records
                                                                                                                                                                                                                   showing
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   outstanding
                                                                                                                                                                                                                   Principal
                                                                                                                                                                                                                   Amount
                                                                                                                                                                                                                   so
                                                                                                                                                                                                                   converted
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   repaid
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   dates
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   conversions
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   repayments
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   use
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   method,
                                                                                                                                                                                                                   reasonably
                                                                                                                                                                                                                   satisfactory
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company,
                                                                                                                                                                                                                   so
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   not
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   require
                                                                                                                                                                                                                   physical
                                                                                                                                                                                                                   surrender
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Debenture
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   each
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   conversion
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   repayment.



 


		(iii)	The
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    will
                                                                                                                                                                                                                    deliver
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Holder
                                                                                                                                                                                                                    (or
                                                                                                                                                                                                                    Holder’s
                                                                                                                                                                                                                    authorized
                                                                                                                                                                                                                    designee)
                                                                                                                                                                                                                    not
                                                                                                                                                                                                                    later
                                                                                                                                                                                                                    than
                                                                                                                                                                                                                    two
                                                                                                                                                                                                                    (2)
                                                                                                                                                                                                                    Business
                                                                                                                                                                                                                    Days
                                                                                                                                                                                                                    after
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Conversion
                                                                                                                                                                                                                    Date,
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    certificate
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    certificates
                                                                                                                                                                                                                    which
                                                                                                                                                                                                                    certificate(s)
                                                                                                                                                                                                                    representing
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    number
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    shares
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Common
                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                    being
                                                                                                                                                                                                                    acquired
                                                                                                                                                                                                                    upon
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    conversion
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Debenture.
                                                                                                                                                                                                                    If
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    case
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    conversion
                                                                                                                                                                                                                    hereunder,
                                                                                                                                                                                                                    such
                                                                                                                                                                                                                    certificate
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    certificates
                                                                                                                                                                                                                    are
                                                                                                                                                                                                                    not
                                                                                                                                                                                                                    delivered
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    as
                                                                                                                                                                                                                    directed
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Holder
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    fifth
                                                                                                                                                                                                                    Business
                                                                                                                                                                                                                    Day
                                                                                                                                                                                                                    after
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Conversion
                                                                                                                                                                                                                    Date,
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Holder
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    entitled
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    notice
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    at
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    time
                                                                                                                                                                                                                    on
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    before
                                                                                                                                                                                                                    its
                                                                                                                                                                                                                    receipt
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    such
                                                                                                                                                                                                                    certificate
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    certificates
                                                                                                                                                                                                                    thereafter,
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    rescind
                                                                                                                                                                                                                    such
                                                                                                                                                                                                                    conversion,
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    which
                                                                                                                                                                                                                    event
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    immediately
                                                                                                                                                                                                                    return
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Debenture
                                                                                                                                                                                                                    tendered
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    conversion.



 


		(iv)	If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   fails
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   deliver
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   certificate
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   certificates
                                                                                                                                                                                                                   pursuant
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   this
                                                                                                                                                                                                                   Article
                                                                                                                                                                                                                   II
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   accordance
                                                                                                                                                                                                                   herewith,
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   fifth
                                                                                                                                                                                                                   Business
                                                                                                                                                                                                                   Day
                                                                                                                                                                                                                   after
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Conversion
                                                                                                                                                                                                                   Date,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   pay
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   liquidated
                                                                                                                                                                                                                   damages,
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   cash,
                                                                                                                                                                                                                   an
                                                                                                                                                                                                                   amount
                                                                                                                                                                                                                   equal
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   One
                                                                                                                                                                                                                   Thousand
                                                                                                                                                                                                                   Dollars
                                                                                                                                                                                                                   ($1,000)
                                                                                                                                                                                                                   per
                                                                                                                                                                                                                   day,
                                                                                                                                                                                                                   until
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   certificate
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   certificates
                                                                                                                                                                                                                   are
                                                                                                                                                                                                                   delivered.
                                                                                                                                                                                                                   Such
                                                                                                                                                                                                                   liquidated
                                                                                                                                                                                                                   damages
                                                                                                                                                                                                                   will
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   added
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   principal
                                                                                                                                                                                                                   value
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Debenture.
                                                                                                                                                                                                                   The
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   acknowledges
                                                                                                                                                                                                                   that
                                                                                                                                                                                                                   it
                                                                                                                                                                                                                   would
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   extremely
                                                                                                                                                                                                                   difficult
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   impracticable
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   determine
                                                                                                                                                                                                                   Holder’s
                                                                                                                                                                                                                   actual
                                                                                                                                                                                                                   damages
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   costs
                                                                                                                                                                                                                   resulting
                                                                                                                                                                                                                   from
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   delay
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   making
                                                                                                                                                                                                                   delivery
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   unrestricted
                                                                                                                                                                                                                   stock
                                                                                                                                                                                                                   certificate
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   inclusion
                                                                                                                                                                                                                   herein
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   additional
                                                                                                                                                                                                                   amounts
                                                                                                                                                                                                                   are
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   agreed
                                                                                                                                                                                                                   upon
                                                                                                                                                                                                                   liquidated
                                                                                                                                                                                                                   damages
                                                                                                                                                                                                                   representing
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   reasonable
                                                                                                                                                                                                                   estimate
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   those
                                                                                                                                                                                                                   damages
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   costs
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   do
                                                                                                                                                                                                                   not
                                                                                                                                                                                                                   constitute
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   penalty.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 4



    	 



    


 


		(v)	Notwithstanding
                                                                                                                                                                                                                  anything
                                                                                                                                                                                                                  contained
                                                                                                                                                                                                                  herein
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  contrary,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  aggregate
                                                                                                                                                                                                                  Principal
                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  convertible
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  aggregate
                                                                                                                                                                                                                  amount
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  representing
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  less
                                                                                                                                                                                                                  than
                                                                                                                                                                                                                  1.0839%of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  pro
                                                                                                                                                                                                                  forma
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  fully-diluted
                                                                                                                                                                                                                  basis;
                                                                                                                                                                                                                  provided,
                                                                                                                                                                                                                  however,
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  unsecured
                                                                                                                                                                                                                  indebtedness
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  converted
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  extinguished.



 


		(b)	Conversion
                                                                                                                                                                                                                  Price
                                                                                                                                                                                                                  Adjustments.



 


		(i)	Stock
                                                                                                                                                                                                                  Dividends,
                                                                                                                                                                                                                  Splits
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Combinations.
                                                                                                                                                                                                                  If
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  its
                                                                                                                                                                                                                  subsidiaries,
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  while
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  (A)
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  pay
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  dividend
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  make
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  distribution
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  distributions
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  equity
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  (including
                                                                                                                                                                                                                  instruments
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  convertible
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  exchangeable
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  equity
                                                                                                                                                                                                                  securities)
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares,
                                                                                                                                                                                                                  (B)
                                                                                                                                                                                                                  subdivide
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  larger
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  (C)
                                                                                                                                                                                                                  combine
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  smaller
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares,
                                                                                                                                                                                                                  then
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Conversion
                                                                                                                                                                                                                  Price
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  multiplied
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  fraction,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  numerator
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  before
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  event
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  denominator
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  after
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  event.
                                                                                                                                                                                                                  Any
                                                                                                                                                                                                                  adjustment
                                                                                                                                                                                                                  made
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  paragraph
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  become
                                                                                                                                                                                                                  effective
                                                                                                                                                                                                                  immediately
                                                                                                                                                                                                                  after
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  record
                                                                                                                                                                                                                  date
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  determination
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  stockholders
                                                                                                                                                                                                                  entitled
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  receive
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  dividend
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  distribution
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  become
                                                                                                                                                                                                                  effective
                                                                                                                                                                                                                  immediately
                                                                                                                                                                                                                  after
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  effective
                                                                                                                                                                                                                  date
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  case
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  subdivision
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  combination.



 


		(ii)	Distributions.
                                                                                                                                                                                                                   If
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   subsidiaries,
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   time
                                                                                                                                                                                                                   while
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Debenture
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   outstanding,
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   distribute
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   holders
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   evidences
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   indebtedness
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   assets
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   cash
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   rights
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   warrants
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   subscribe
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   purchase
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   security
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   subsidiaries,
                                                                                                                                                                                                                   then
                                                                                                                                                                                                                   concurrently
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   distributions
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   holders
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares,
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   distribute
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   amount
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   indebtedness,
                                                                                                                                                                                                                   assets,
                                                                                                                                                                                                                   cash
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   rights
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   warrants
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Holder
                                                                                                                                                                                                                   would
                                                                                                                                                                                                                   have
                                                                                                                                                                                                                   received
                                                                                                                                                                                                                   had
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Debenture
                                                                                                                                                                                                                   been
                                                                                                                                                                                                                   converted
                                                                                                                                                                                                                   into
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   at
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Conversion
                                                                                                                                                                                                                   Price
                                                                                                                                                                                                                   immediately
                                                                                                                                                                                                                   prior
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   record
                                                                                                                                                                                                                   date
                                                                                                                                                                                                                   for
                                                                                                                                                                                                                   such
                                                                                                                                                                                                                   distribution.



 


		(iii)	Rounding
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    Adjustments.
                                                                                                                                                                                                                    All
                                                                                                                                                                                                                    calculations
                                                                                                                                                                                                                    under
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Article
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    other
                                                                                                                                                                                                                    provision
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Debenture
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    made
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    4
                                                                                                                                                                                                                    decimal
                                                                                                                                                                                                                    places
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    dollar
                                                                                                                                                                                                                    amounts
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    nearest
                                                                                                                                                                                                                    1/100th
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    share,
                                                                                                                                                                                                                    as
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    case
                                                                                                                                                                                                                    may
                                                                                                                                                                                                                    be.



 


		(c)	Notice
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Certain
                                                                                                                                                                                                                  Events.
                                                                                                                                                                                                                  If:



 


		(i)	the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  declare
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  dividend
                                                                                                                                                                                                                  (or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  distribution)
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  its
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares;
                                                                                                                                                                                                                  or



 


		(ii)	the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   declare
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   special
                                                                                                                                                                                                                   nonrecurring
                                                                                                                                                                                                                   cash
                                                                                                                                                                                                                   dividend
                                                                                                                                                                                                                   on
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   redemption
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares;
                                                                                                                                                                                                                   or



 


		(iii)	the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    authorize
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    granting
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    all
                                                                                                                                                                                                                    holders
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Common
                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                    rights
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    warrants
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    subscribe
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    purchase
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    shares
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    capital
                                                                                                                                                                                                                    stock
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    class
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    rights;
                                                                                                                                                                                                                    or



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 5



    	 



    


 


		(iv)	the
                                                                                                                                                                                                                   approval
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   stockholders
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   shall
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   required
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   connection
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   reclassification
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company,
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   consolidation
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   merger
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   which
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   a
                                                                                                                                                                                                                   party,
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   sale
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   transfer
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   substantially
                                                                                                                                                                                                                   all
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   assets
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Company,
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   compulsory
                                                                                                                                                                                                                   share
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   exchange
                                                                                                                                                                                                                   whereby
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   Common
                                                                                                                                                                                                                   Shares
                                                                                                                                                                                                                   is
                                                                                                                                                                                                                   converted
                                                                                                                                                                                                                   into
                                                                                                                                                                                                                   other
                                                                                                                                                                                                                   securities,
                                                                                                                                                                                                                   cash
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   property;
                                                                                                                                                                                                                   or



 


		(v)	the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  authorize
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  voluntary
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  involuntary
                                                                                                                                                                                                                  dissolution,
                                                                                                                                                                                                                  liquidation
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  winding
                                                                                                                                                                                                                  up
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  affairs
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company;



 


then the Company shall cause to
be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be mailed to
the Holder at its last address and email address as it shall appear upon the books of the Company, on or prior to the date notice
to the Company’s stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of Common Shares of record shall be entitled
to exchange their shares of Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange.


 


		(d)	Reservation
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Issuance
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Underlying
                                                                                                                                                                                                                  Securities.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  covenants
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  it
                                                                                                                                                                                                                  will
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  times
                                                                                                                                                                                                                  reserve
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  keep
                                                                                                                                                                                                                  available
                                                                                                                                                                                                                  out
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  its
                                                                                                                                                                                                                  authorized
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  unissued
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  solely
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  purpose
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  issuance
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  conversion
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  (including
                                                                                                                                                                                                                  repayments
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  stock),
                                                                                                                                                                                                                  free
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  preemptive
                                                                                                                                                                                                                  rights
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  actual
                                                                                                                                                                                                                  contingent
                                                                                                                                                                                                                  purchase
                                                                                                                                                                                                                  rights
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  persons
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  than
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder,
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  less
                                                                                                                                                                                                                  than
                                                                                                                                                                                                                  three
                                                                                                                                                                                                                  times
                                                                                                                                                                                                                  (3x)
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  issuable
                                                                                                                                                                                                                  (taking
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  account
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  adjustments
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  but
                                                                                                                                                                                                                  without
                                                                                                                                                                                                                  regard
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  ownership
                                                                                                                                                                                                                  limitations
                                                                                                                                                                                                                  contained
                                                                                                                                                                                                                  herein)
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  conversion
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  hereunder
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  (including
                                                                                                                                                                                                                  repayments
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  stock).
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  covenants
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  so
                                                                                                                                                                                                                  issuable
                                                                                                                                                                                                                  shall,
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  issue,
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  duly
                                                                                                                                                                                                                  authorized,
                                                                                                                                                                                                                  validly
                                                                                                                                                                                                                  issued,
                                                                                                                                                                                                                  fully-paid,
                                                                                                                                                                                                                  non-assessable
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  free
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  clear
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  Encumbrances.



 


		(e)	Charges,
                                                                                                                                                                                                                  Taxes
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Expenses.
                                                                                                                                                                                                                  Issuance
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  certificates
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  conversion
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  (including
                                                                                                                                                                                                                  repayment
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  stock)
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  made
                                                                                                                                                                                                                  without
                                                                                                                                                                                                                  charge
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  issue
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  transfer
                                                                                                                                                                                                                  tax
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  incidental
                                                                                                                                                                                                                  expense
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  respect
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  issuance
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  certificate,
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  taxes
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  expenses
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  paid
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  certificates
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  issued
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  name
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  name
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  names
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  directed
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder.



 


		(f)	Cancellation.
                                                                                                                                                                                                                  After
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Principal
                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                  (including
                                                                                                                                                                                                                  accrued
                                                                                                                                                                                                                  but
                                                                                                                                                                                                                  unpaid
                                                                                                                                                                                                                  interest
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  default
                                                                                                                                                                                                                  payments
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  owed
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture)
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  paid
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  converted
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Shares,
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  automatically
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  deemed
                                                                                                                                                                                                                  canceled
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  promptly
                                                                                                                                                                                                                  surrender
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company’s
                                                                                                                                                                                                                  principal
                                                                                                                                                                                                                  executive
                                                                                                                                                                                                                  offices.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 6



    	 



    


 


Article II. Use of Proceeds.


 


		(a)	The
                                                                                                                                                          Company
                                                                                                                                                          hereby
                                                                                                                                                          covenants
                                                                                                                                                          to
                                                                                                                                                          use
                                                                                                                                                          of
                                                                                                                                                          proceeds
                                                                                                                                                          of
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          as
                                                                                                                                                          set
                                                                                                                                                          forth
                                                                                                                                                          on
                                                                                                                                                          Exhibit
                                                                                                                                                          D
                                                                                                                                                          hereto,
                                                                                                                                                          subject
                                                                                                                                                          to
                                                                                                                                                          change
                                                                                                                                                          only
                                                                                                                                                          with
                                                                                                                                                          the
                                                                                                                                                          prior
                                                                                                                                                          written
                                                                                                                                                          consent
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Holder.



 


Article III. Defaults
and Remedies.


 


		(a)	Events
                                                                                                                                                          of
                                                                                                                                                          Default.
                                                                                                                                                          An
                                                                                                                                                          “Event
                                                                                                                                                          of
                                                                                                                                                          Default”
                                                                                                                                                          is:
                                                                                                                                                          (i)
                                                                                                                                                          any
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          Representations
                                                                                                                                                          and
                                                                                                                                                          Warranties
                                                                                                                                                          set
                                                                                                                                                          forth
                                                                                                                                                          under
                                                                                                                                                          Article
                                                                                                                                                          III
                                                                                                                                                          in
                                                                                                                                                          the
                                                                                                                                                          Stock
                                                                                                                                                          Purchase
                                                                                                                                                          Agreement
                                                                                                                                                          shall
                                                                                                                                                          prove
                                                                                                                                                          to
                                                                                                                                                          be
                                                                                                                                                          incorrect
                                                                                                                                                          in
                                                                                                                                                          any
                                                                                                                                                          material
                                                                                                                                                          way;
                                                                                                                                                          (ii)
                                                                                                                                                          a
                                                                                                                                                          default
                                                                                                                                                          in
                                                                                                                                                          payment
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          amount
                                                                                                                                                          due
                                                                                                                                                          hereunder
                                                                                                                                                          which
                                                                                                                                                          default
                                                                                                                                                          continues
                                                                                                                                                          for
                                                                                                                                                          more
                                                                                                                                                          than
                                                                                                                                                          two
                                                                                                                                                          (2)
                                                                                                                                                          Business
                                                                                                                                                          Days
                                                                                                                                                          after
                                                                                                                                                          the
                                                                                                                                                          due
                                                                                                                                                          date
                                                                                                                                                          thereof;
                                                                                                                                                          (iii)
                                                                                                                                                          a
                                                                                                                                                          default
                                                                                                                                                          in
                                                                                                                                                          the
                                                                                                                                                          timely
                                                                                                                                                          issuance
                                                                                                                                                          of
                                                                                                                                                          Underlying
                                                                                                                                                          Shares
                                                                                                                                                          upon
                                                                                                                                                          and
                                                                                                                                                          in
                                                                                                                                                          accordance
                                                                                                                                                          with
                                                                                                                                                          terms
                                                                                                                                                          hereof,
                                                                                                                                                          which
                                                                                                                                                          default
                                                                                                                                                          continues
                                                                                                                                                          for
                                                                                                                                                          two
                                                                                                                                                          (2)
                                                                                                                                                          Business
                                                                                                                                                          Days
                                                                                                                                                          after
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          has
                                                                                                                                                          received
                                                                                                                                                          notice
                                                                                                                                                          informing
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          that
                                                                                                                                                          it
                                                                                                                                                          has
                                                                                                                                                          failed
                                                                                                                                                          to
                                                                                                                                                          issue
                                                                                                                                                          shares
                                                                                                                                                          or
                                                                                                                                                          deliver
                                                                                                                                                          stock
                                                                                                                                                          certificates
                                                                                                                                                          within
                                                                                                                                                          the
                                                                                                                                                          second
                                                                                                                                                          (2nd
                                                                                                                                                          )
                                                                                                                                                          day
                                                                                                                                                          following
                                                                                                                                                          the
                                                                                                                                                          Conversion
                                                                                                                                                          Date;
                                                                                                                                                          (iv)
                                                                                                                                                          any
                                                                                                                                                          default
                                                                                                                                                          after
                                                                                                                                                          any
                                                                                                                                                          cure
                                                                                                                                                          period
                                                                                                                                                          under,
                                                                                                                                                          or
                                                                                                                                                          acceleration
                                                                                                                                                          prior
                                                                                                                                                          to
                                                                                                                                                          maturity
                                                                                                                                                          of,
                                                                                                                                                          any
                                                                                                                                                          mortgage,
                                                                                                                                                          indenture
                                                                                                                                                          or
                                                                                                                                                          instrument
                                                                                                                                                          under
                                                                                                                                                          which
                                                                                                                                                          there
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          issued
                                                                                                                                                          or
                                                                                                                                                          by
                                                                                                                                                          which
                                                                                                                                                          there
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          secured
                                                                                                                                                          or
                                                                                                                                                          evidenced
                                                                                                                                                          any
                                                                                                                                                          indebtedness
                                                                                                                                                          for
                                                                                                                                                          money
                                                                                                                                                          borrowed
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          in
                                                                                                                                                          excess
                                                                                                                                                          of
                                                                                                                                                          $50,000
                                                                                                                                                          or
                                                                                                                                                          for
                                                                                                                                                          money
                                                                                                                                                          borrowed
                                                                                                                                                          the
                                                                                                                                                          repayment
                                                                                                                                                          of
                                                                                                                                                          which
                                                                                                                                                          is
                                                                                                                                                          guaranteed
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          in
                                                                                                                                                          excess
                                                                                                                                                          of
                                                                                                                                                          $50,000,
                                                                                                                                                          whether
                                                                                                                                                          such
                                                                                                                                                          indebtedness
                                                                                                                                                          or
                                                                                                                                                          guarantee
                                                                                                                                                          now
                                                                                                                                                          exists
                                                                                                                                                          or
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          created
                                                                                                                                                          hereafter;
                                                                                                                                                          (v)
                                                                                                                                                          failure
                                                                                                                                                          to
                                                                                                                                                          have
                                                                                                                                                          sufficient
                                                                                                                                                          number
                                                                                                                                                          of
                                                                                                                                                          authorized
                                                                                                                                                          and
                                                                                                                                                          unreserved,
                                                                                                                                                          but
                                                                                                                                                          unissued
                                                                                                                                                          shares
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Company’s
                                                                                                                                                          Common
                                                                                                                                                          Shares
                                                                                                                                                          available
                                                                                                                                                          for
                                                                                                                                                          any
                                                                                                                                                          said
                                                                                                                                                          conversion;
                                                                                                                                                          (vi)
                                                                                                                                                          a
                                                                                                                                                          Bankruptcy
                                                                                                                                                          Event
                                                                                                                                                          (vi)
                                                                                                                                                          the
                                                                                                                                                          consummation
                                                                                                                                                          of
                                                                                                                                                          a
                                                                                                                                                          Change
                                                                                                                                                          in
                                                                                                                                                          Control
                                                                                                                                                          Transaction
                                                                                                                                                          and
                                                                                                                                                          (viii)
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          fails
                                                                                                                                                          to
                                                                                                                                                          use
                                                                                                                                                          the
                                                                                                                                                          proceeds
                                                                                                                                                          of
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          as
                                                                                                                                                          set
                                                                                                                                                          forth
                                                                                                                                                          on
                                                                                                                                                          Exhibit
                                                                                                                                                          D
                                                                                                                                                          hereto,
                                                                                                                                                          or
                                                                                                                                                          which
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          amended
                                                                                                                                                          from
                                                                                                                                                          time
                                                                                                                                                          to
                                                                                                                                                          time
                                                                                                                                                          with
                                                                                                                                                          the
                                                                                                                                                          prior
                                                                                                                                                          written
                                                                                                                                                          consent
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Holder.



 


		(b)	Remedies.
                                                                                                                                                          If
                                                                                                                                                          an
                                                                                                                                                          Event
                                                                                                                                                          of
                                                                                                                                                          Default
                                                                                                                                                          occurs
                                                                                                                                                          and
                                                                                                                                                          is
                                                                                                                                                          continuing
                                                                                                                                                          with
                                                                                                                                                          respect
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Debenture,
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          may
                                                                                                                                                          declare
                                                                                                                                                          all
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          then
                                                                                                                                                          outstanding
                                                                                                                                                          Principal
                                                                                                                                                          Amount
                                                                                                                                                          of
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          due.
                                                                                                                                                          In
                                                                                                                                                          the
                                                                                                                                                          event
                                                                                                                                                          of
                                                                                                                                                          such
                                                                                                                                                          acceleration,
                                                                                                                                                          the
                                                                                                                                                          amount
                                                                                                                                                          due
                                                                                                                                                          and
                                                                                                                                                          owing
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          100%
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          outstanding
                                                                                                                                                          Principal
                                                                                                                                                          Amount
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Debenture
                                                                                                                                                          held
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          plus
                                                                                                                                                          all
                                                                                                                                                          accrued
                                                                                                                                                          and
                                                                                                                                                          unpaid
                                                                                                                                                          interest,
                                                                                                                                                          fees,
                                                                                                                                                          and
                                                                                                                                                          liquidated
                                                                                                                                                          damages,
                                                                                                                                                          if
                                                                                                                                                          any.
                                                                                                                                                          Additionally,
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          shall
                                                                                                                                                          bear
                                                                                                                                                          interest
                                                                                                                                                          on
                                                                                                                                                          any
                                                                                                                                                          unpaid
                                                                                                                                                          principal
                                                                                                                                                          from
                                                                                                                                                          and
                                                                                                                                                          after
                                                                                                                                                          the
                                                                                                                                                          occurrence
                                                                                                                                                          and
                                                                                                                                                          during
                                                                                                                                                          the
                                                                                                                                                          continuance
                                                                                                                                                          of
                                                                                                                                                          an
                                                                                                                                                          Event
                                                                                                                                                          of
                                                                                                                                                          Default
                                                                                                                                                          at
                                                                                                                                                          the
                                                                                                                                                          Default
                                                                                                                                                          Rate.
                                                                                                                                                          Finally,
                                                                                                                                                          the
                                                                                                                                                          Debenture
                                                                                                                                                          will
                                                                                                                                                          accrue
                                                                                                                                                          liquidated
                                                                                                                                                          damages
                                                                                                                                                          of
                                                                                                                                                          one
                                                                                                                                                          thousand
                                                                                                                                                          dollars
                                                                                                                                                          ($1,000)
                                                                                                                                                          per
                                                                                                                                                          day
                                                                                                                                                          from
                                                                                                                                                          and
                                                                                                                                                          after
                                                                                                                                                          the
                                                                                                                                                          occurrence
                                                                                                                                                          and
                                                                                                                                                          during
                                                                                                                                                          the
                                                                                                                                                          continuance
                                                                                                                                                          of
                                                                                                                                                          an
                                                                                                                                                          Event
                                                                                                                                                          of
                                                                                                                                                          Default
                                                                                                                                                          pursuant
                                                                                                                                                          to
                                                                                                                                                          Article
                                                                                                                                                          II.
                                                                                                                                                          The
                                                                                                                                                          Company
                                                                                                                                                          acknowledges
                                                                                                                                                          that
                                                                                                                                                          it
                                                                                                                                                          would
                                                                                                                                                          be
                                                                                                                                                          extremely
                                                                                                                                                          difficult
                                                                                                                                                          or
                                                                                                                                                          impracticable
                                                                                                                                                          to
                                                                                                                                                          determine
                                                                                                                                                          Holder’s
                                                                                                                                                          actual
                                                                                                                                                          damages
                                                                                                                                                          and
                                                                                                                                                          costs
                                                                                                                                                          resulting
                                                                                                                                                          from
                                                                                                                                                          the
                                                                                                                                                          delay
                                                                                                                                                          in
                                                                                                                                                          making
                                                                                                                                                          delivery
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          unrestricted
                                                                                                                                                          stock
                                                                                                                                                          certificate
                                                                                                                                                          and
                                                                                                                                                          the
                                                                                                                                                          inclusion
                                                                                                                                                          herein
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          such
                                                                                                                                                          additional
                                                                                                                                                          amounts
                                                                                                                                                          are
                                                                                                                                                          the
                                                                                                                                                          agreed
                                                                                                                                                          upon
                                                                                                                                                          liquidated
                                                                                                                                                          damages
                                                                                                                                                          representing
                                                                                                                                                          a
                                                                                                                                                          reasonable
                                                                                                                                                          estimate
                                                                                                                                                          of
                                                                                                                                                          those
                                                                                                                                                          damages
                                                                                                                                                          and
                                                                                                                                                          costs
                                                                                                                                                          and
                                                                                                                                                          do
                                                                                                                                                          not
                                                                                                                                                          constitute
                                                                                                                                                          a
                                                                                                                                                          penalty.
                                                                                                                                                          The
                                                                                                                                                          remedies
                                                                                                                                                          under
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          cumulative
                                                                                                                                                          and
                                                                                                                                                          added
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          principal
                                                                                                                                                          value
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Debenture.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 7



    	 



    


 


Article IV. General.


 


		(a)	Payment
                                                                                                                                                          of
                                                                                                                                                          Expenses.
                                                                                                                                                          The
                                                                                                                                                          Company
                                                                                                                                                          agrees
                                                                                                                                                          to
                                                                                                                                                          pay
                                                                                                                                                          all
                                                                                                                                                          reasonable
                                                                                                                                                          charges
                                                                                                                                                          and
                                                                                                                                                          expenses
                                                                                                                                                          up
                                                                                                                                                          not
                                                                                                                                                          exceeding
                                                                                                                                                          $2,000
                                                                                                                                                          USD,
                                                                                                                                                          including
                                                                                                                                                          attorneys’
                                                                                                                                                          fees
                                                                                                                                                          and
                                                                                                                                                          expenses,
                                                                                                                                                          which
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          incurred
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          in
                                                                                                                                                          successfully
                                                                                                                                                          enforcing
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          and/or
                                                                                                                                                          collecting
                                                                                                                                                          any
                                                                                                                                                          amount
                                                                                                                                                          due
                                                                                                                                                          under
                                                                                                                                                          this
                                                                                                                                                          Debenture.



 


		(b)	Savings
                                                                                                                                                          Clause.
                                                                                                                                                          In
                                                                                                                                                          case
                                                                                                                                                          any
                                                                                                                                                          provision
                                                                                                                                                          of
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          is
                                                                                                                                                          held
                                                                                                                                                          by
                                                                                                                                                          a
                                                                                                                                                          court
                                                                                                                                                          of
                                                                                                                                                          competent
                                                                                                                                                          jurisdiction
                                                                                                                                                          to
                                                                                                                                                          be
                                                                                                                                                          excessive
                                                                                                                                                          in
                                                                                                                                                          scope
                                                                                                                                                          or
                                                                                                                                                          otherwise
                                                                                                                                                          invalid
                                                                                                                                                          or
                                                                                                                                                          unenforceable,
                                                                                                                                                          such
                                                                                                                                                          provision
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          adjusted
                                                                                                                                                          rather
                                                                                                                                                          than
                                                                                                                                                          voided,
                                                                                                                                                          if
                                                                                                                                                          possible,
                                                                                                                                                          so
                                                                                                                                                          that
                                                                                                                                                          it
                                                                                                                                                          is
                                                                                                                                                          enforceable
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          maximum
                                                                                                                                                          extent
                                                                                                                                                          possible,
                                                                                                                                                          and
                                                                                                                                                          the
                                                                                                                                                          validity
                                                                                                                                                          and
                                                                                                                                                          enforceability
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          remaining
                                                                                                                                                          provisions
                                                                                                                                                          of
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          will
                                                                                                                                                          not
                                                                                                                                                          in
                                                                                                                                                          any
                                                                                                                                                          way
                                                                                                                                                          be
                                                                                                                                                          affected
                                                                                                                                                          or
                                                                                                                                                          impaired
                                                                                                                                                          thereby.
                                                                                                                                                          In
                                                                                                                                                          no
                                                                                                                                                          event
                                                                                                                                                          shall
                                                                                                                                                          the
                                                                                                                                                          amount
                                                                                                                                                          of
                                                                                                                                                          interest
                                                                                                                                                          paid
                                                                                                                                                          hereunder
                                                                                                                                                          exceed
                                                                                                                                                          the
                                                                                                                                                          maximum
                                                                                                                                                          rate
                                                                                                                                                          of
                                                                                                                                                          interest
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          unpaid
                                                                                                                                                          principal
                                                                                                                                                          balance
                                                                                                                                                          hereof
                                                                                                                                                          allowable
                                                                                                                                                          by
                                                                                                                                                          applicable
                                                                                                                                                          law.
                                                                                                                                                          If
                                                                                                                                                          any
                                                                                                                                                          sum
                                                                                                                                                          is
                                                                                                                                                          collected
                                                                                                                                                          in
                                                                                                                                                          excess
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          applicable
                                                                                                                                                          maximum
                                                                                                                                                          rate,
                                                                                                                                                          the
                                                                                                                                                          excess
                                                                                                                                                          collected
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          applied
                                                                                                                                                          to
                                                                                                                                                          reduce
                                                                                                                                                          the
                                                                                                                                                          principal
                                                                                                                                                          debt.
                                                                                                                                                          If
                                                                                                                                                          the
                                                                                                                                                          interest
                                                                                                                                                          actually
                                                                                                                                                          collected
                                                                                                                                                          hereunder
                                                                                                                                                          is
                                                                                                                                                          still
                                                                                                                                                          in
                                                                                                                                                          excess
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          applicable
                                                                                                                                                          maximum
                                                                                                                                                          rate,
                                                                                                                                                          the
                                                                                                                                                          interest
                                                                                                                                                          rate
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          reduced
                                                                                                                                                          so
                                                                                                                                                          as
                                                                                                                                                          not
                                                                                                                                                          to
                                                                                                                                                          exceed
                                                                                                                                                          the
                                                                                                                                                          maximum
                                                                                                                                                          allowable
                                                                                                                                                          under
                                                                                                                                                          law.



 


		(c)	Amendment.
                                                                                                                                                          Neither
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          nor
                                                                                                                                                          any
                                                                                                                                                          term
                                                                                                                                                          hereof
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          amended,
                                                                                                                                                          waived,
                                                                                                                                                          discharged
                                                                                                                                                          or
                                                                                                                                                          terminated
                                                                                                                                                          other
                                                                                                                                                          than
                                                                                                                                                          by
                                                                                                                                                          a
                                                                                                                                                          written
                                                                                                                                                          instrument
                                                                                                                                                          signed
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          and
                                                                                                                                                          the
                                                                                                                                                          Holder.



 


		(d)	Assignment,
                                                                                                                                                          Etc.
                                                                                                                                                          The
                                                                                                                                                          Holder
                                                                                                                                                          may
                                                                                                                                                          assign
                                                                                                                                                          or
                                                                                                                                                          transfer
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          to
                                                                                                                                                          any
                                                                                                                                                          transferee
                                                                                                                                                          only
                                                                                                                                                          with
                                                                                                                                                          the
                                                                                                                                                          prior
                                                                                                                                                          written
                                                                                                                                                          consent
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Company,
                                                                                                                                                          which
                                                                                                                                                          may
                                                                                                                                                          not
                                                                                                                                                          be
                                                                                                                                                          unreasonably
                                                                                                                                                          withheld
                                                                                                                                                          or
                                                                                                                                                          delayed,
                                                                                                                                                          provided
                                                                                                                                                          that
                                                                                                                                                          (i)
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          may
                                                                                                                                                          assign
                                                                                                                                                          or
                                                                                                                                                          transfer
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          to
                                                                                                                                                          any
                                                                                                                                                          of
                                                                                                                                                          such
                                                                                                                                                          Holder’s
                                                                                                                                                          affiliates
                                                                                                                                                          without
                                                                                                                                                          the
                                                                                                                                                          consent
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          and
                                                                                                                                                          (ii)
                                                                                                                                                          upon
                                                                                                                                                          any
                                                                                                                                                          Event
                                                                                                                                                          of
                                                                                                                                                          Default,
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          may
                                                                                                                                                          assign
                                                                                                                                                          or
                                                                                                                                                          transfer
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          without
                                                                                                                                                          the
                                                                                                                                                          consent
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Company.
                                                                                                                                                          The
                                                                                                                                                          Holder
                                                                                                                                                          shall
                                                                                                                                                          notify
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          such
                                                                                                                                                          assignment
                                                                                                                                                          or
                                                                                                                                                          transfer
                                                                                                                                                          promptly.
                                                                                                                                                          This
                                                                                                                                                          Debenture
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          binding
                                                                                                                                                          upon
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          and
                                                                                                                                                          its
                                                                                                                                                          successors
                                                                                                                                                          and
                                                                                                                                                          shall
                                                                                                                                                          inure
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          benefit
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          and
                                                                                                                                                          its
                                                                                                                                                          successors
                                                                                                                                                          and
                                                                                                                                                          permitted
                                                                                                                                                          assigns.



 


		(e)	No
                                                                                                                                                          Waiver.
                                                                                                                                                          No
                                                                                                                                                          failure
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          part
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          to
                                                                                                                                                          exercise,
                                                                                                                                                          and
                                                                                                                                                          no
                                                                                                                                                          delay
                                                                                                                                                          in
                                                                                                                                                          exercising
                                                                                                                                                          any
                                                                                                                                                          right,
                                                                                                                                                          remedy
                                                                                                                                                          or
                                                                                                                                                          power
                                                                                                                                                          hereunder
                                                                                                                                                          shall
                                                                                                                                                          operate
                                                                                                                                                          as
                                                                                                                                                          a
                                                                                                                                                          waiver
                                                                                                                                                          thereof,
                                                                                                                                                          nor
                                                                                                                                                          shall
                                                                                                                                                          any
                                                                                                                                                          single
                                                                                                                                                          or
                                                                                                                                                          partial
                                                                                                                                                          exercise
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          right,
                                                                                                                                                          remedy
                                                                                                                                                          or
                                                                                                                                                          power
                                                                                                                                                          hereunder
                                                                                                                                                          preclude
                                                                                                                                                          any
                                                                                                                                                          other
                                                                                                                                                          or
                                                                                                                                                          future
                                                                                                                                                          exercise
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          other
                                                                                                                                                          right,
                                                                                                                                                          remedy
                                                                                                                                                          or
                                                                                                                                                          power.
                                                                                                                                                          Each
                                                                                                                                                          and
                                                                                                                                                          every
                                                                                                                                                          right,
                                                                                                                                                          remedy
                                                                                                                                                          or
                                                                                                                                                          power
                                                                                                                                                          hereby
                                                                                                                                                          granted
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          or
                                                                                                                                                          allowed
                                                                                                                                                          it
                                                                                                                                                          by
                                                                                                                                                          law
                                                                                                                                                          or
                                                                                                                                                          other
                                                                                                                                                          agreement
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          cumulative
                                                                                                                                                          and
                                                                                                                                                          not
                                                                                                                                                          exclusive
                                                                                                                                                          of
                                                                                                                                                          any
                                                                                                                                                          other,
                                                                                                                                                          and
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          exercised
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          from
                                                                                                                                                          time
                                                                                                                                                          to
                                                                                                                                                          time.



 


		(f)	Governing
                                                                                                                                                                 Law;
                                                                                                                                                                 Jurisdiction.



 


		(i)	Governing
                                                                                                                                                          Law.
                                                                                                                                                          THIS
                                                                                                                                                          DEBENTURE
                                                                                                                                                          WILL
                                                                                                                                                          BE
                                                                                                                                                          GOVERNED
                                                                                                                                                          BY
                                                                                                                                                          AND
                                                                                                                                                          CONSTRUED
                                                                                                                                                          IN
                                                                                                                                                          ACCORDANCE
                                                                                                                                                          WITH
                                                                                                                                                          THE
                                                                                                                                                          LAWS
                                                                                                                                                          OF
                                                                                                                                                          THE
                                                                                                                                                          STATE
                                                                                                                                                          OF
                                                                                                                                                          NEVADA
                                                                                                                                                          WITHOUT
                                                                                                                                                          REGARD
                                                                                                                                                          TO
                                                                                                                                                          ANY
                                                                                                                                                          CONFLICTS
                                                                                                                                                          OF
                                                                                                                                                          LAWS
                                                                                                                                                          PROVISIONS
                                                                                                                                                          THEREOF
                                                                                                                                                          THAT
                                                                                                                                                          WOULD
                                                                                                                                                          OTHERWISE
                                                                                                                                                          REQUIRE
                                                                                                                                                          THE
                                                                                                                                                          APPLICATION
                                                                                                                                                          OF
                                                                                                                                                          THE
                                                                                                                                                          LAW
                                                                                                                                                          OF
                                                                                                                                                          ANY
                                                                                                                                                          OTHER
                                                                                                                                                          JURISDICTION.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 8



    	 



    


 


		(ii)	Jurisdiction.
                                                                                                                                                           Any
                                                                                                                                                           dispute,
                                                                                                                                                           controversy
                                                                                                                                                           or
                                                                                                                                                           claim
                                                                                                                                                           arising
                                                                                                                                                           out
                                                                                                                                                           of
                                                                                                                                                           or
                                                                                                                                                           in
                                                                                                                                                           any
                                                                                                                                                           way
                                                                                                                                                           relating
                                                                                                                                                           to
                                                                                                                                                           this
                                                                                                                                                           Debenture
                                                                                                                                                           or
                                                                                                                                                           the
                                                                                                                                                           breach,
                                                                                                                                                           termination
                                                                                                                                                           or
                                                                                                                                                           invalidity
                                                                                                                                                           thereof,
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           settled
                                                                                                                                                           in
                                                                                                                                                           arbitration
                                                                                                                                                           in
                                                                                                                                                           accordance
                                                                                                                                                           with
                                                                                                                                                           the
                                                                                                                                                           Arbitration
                                                                                                                                                           Rules
                                                                                                                                                           as
                                                                                                                                                           at
                                                                                                                                                           present
                                                                                                                                                           force
                                                                                                                                                           of
                                                                                                                                                           the
                                                                                                                                                           International
                                                                                                                                                           Arbitration
                                                                                                                                                           Association
                                                                                                                                                           (“IAA”)
                                                                                                                                                           in
                                                                                                                                                           New
                                                                                                                                                           Delhi,
                                                                                                                                                           India.
                                                                                                                                                           IAA
                                                                                                                                                           shall
                                                                                                                                                           designate
                                                                                                                                                           an
                                                                                                                                                           arbitrator
                                                                                                                                                           from
                                                                                                                                                           an
                                                                                                                                                           approved
                                                                                                                                                           list
                                                                                                                                                           of
                                                                                                                                                           arbitrators
                                                                                                                                                           following
                                                                                                                                                           both
                                                                                                                                                           parties’
                                                                                                                                                           review
                                                                                                                                                           and
                                                                                                                                                           deletion
                                                                                                                                                           of
                                                                                                                                                           those
                                                                                                                                                           arbitrators
                                                                                                                                                           on
                                                                                                                                                           the
                                                                                                                                                           approved
                                                                                                                                                           list
                                                                                                                                                           having
                                                                                                                                                           a
                                                                                                                                                           conflict
                                                                                                                                                           of
                                                                                                                                                           interest
                                                                                                                                                           with
                                                                                                                                                           either
                                                                                                                                                           party.
                                                                                                                                                           Each
                                                                                                                                                           party
                                                                                                                                                           shall
                                                                                                                                                           pay
                                                                                                                                                           its
                                                                                                                                                           own
                                                                                                                                                           expenses
                                                                                                                                                           associated
                                                                                                                                                           with
                                                                                                                                                           such
                                                                                                                                                           arbitration.
                                                                                                                                                           A
                                                                                                                                                           demand
                                                                                                                                                           for
                                                                                                                                                           arbitration
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           made
                                                                                                                                                           within
                                                                                                                                                           a
                                                                                                                                                           reasonable
                                                                                                                                                           time
                                                                                                                                                           after
                                                                                                                                                           the
                                                                                                                                                           claim,
                                                                                                                                                           dispute
                                                                                                                                                           or
                                                                                                                                                           other
                                                                                                                                                           matter
                                                                                                                                                           has
                                                                                                                                                           arisen
                                                                                                                                                           and
                                                                                                                                                           in
                                                                                                                                                           no
                                                                                                                                                           event
                                                                                                                                                           shall
                                                                                                                                                           such
                                                                                                                                                           demand
                                                                                                                                                           be
                                                                                                                                                           made
                                                                                                                                                           after
                                                                                                                                                           the
                                                                                                                                                           date
                                                                                                                                                           when
                                                                                                                                                           institution
                                                                                                                                                           of
                                                                                                                                                           legal
                                                                                                                                                           or
                                                                                                                                                           equitable
                                                                                                                                                           proceedings
                                                                                                                                                           based
                                                                                                                                                           on
                                                                                                                                                           such
                                                                                                                                                           claim,
                                                                                                                                                           dispute
                                                                                                                                                           or
                                                                                                                                                           other
                                                                                                                                                           matter
                                                                                                                                                           in
                                                                                                                                                           question
                                                                                                                                                           would
                                                                                                                                                           be
                                                                                                                                                           barred
                                                                                                                                                           by
                                                                                                                                                           the
                                                                                                                                                           applicable
                                                                                                                                                           statutes
                                                                                                                                                           of
                                                                                                                                                           limitations.
                                                                                                                                                           The
                                                                                                                                                           decision
                                                                                                                                                           of
                                                                                                                                                           the
                                                                                                                                                           arbitrators
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           rendered
                                                                                                                                                           within
                                                                                                                                                           60
                                                                                                                                                           days
                                                                                                                                                           of
                                                                                                                                                           submission
                                                                                                                                                           of
                                                                                                                                                           any
                                                                                                                                                           claim
                                                                                                                                                           or
                                                                                                                                                           dispute,
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           in
                                                                                                                                                           writing
                                                                                                                                                           and
                                                                                                                                                           mailed
                                                                                                                                                           to
                                                                                                                                                           all
                                                                                                                                                           the
                                                                                                                                                           parties
                                                                                                                                                           included
                                                                                                                                                           in
                                                                                                                                                           the
                                                                                                                                                           arbitration.
                                                                                                                                                           The
                                                                                                                                                           decision
                                                                                                                                                           of
                                                                                                                                                           the
                                                                                                                                                           arbitrator
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           binding
                                                                                                                                                           upon
                                                                                                                                                           the
                                                                                                                                                           parties
                                                                                                                                                           and
                                                                                                                                                           judgment
                                                                                                                                                           in
                                                                                                                                                           accordance
                                                                                                                                                           with
                                                                                                                                                           that
                                                                                                                                                           decision.
                                                                                                                                                           The
                                                                                                                                                           Company
                                                                                                                                                           agrees
                                                                                                                                                           that
                                                                                                                                                           the
                                                                                                                                                           service
                                                                                                                                                           of
                                                                                                                                                           process
                                                                                                                                                           upon
                                                                                                                                                           it
                                                                                                                                                           mailed
                                                                                                                                                           by
                                                                                                                                                           certified
                                                                                                                                                           or
                                                                                                                                                           registered
                                                                                                                                                           mail
                                                                                                                                                           (and
                                                                                                                                                           service
                                                                                                                                                           so
                                                                                                                                                           made
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           deemed
                                                                                                                                                           complete
                                                                                                                                                           three
                                                                                                                                                           days
                                                                                                                                                           after
                                                                                                                                                           the
                                                                                                                                                           same
                                                                                                                                                           has
                                                                                                                                                           been
                                                                                                                                                           posted
                                                                                                                                                           as
                                                                                                                                                           aforesaid)
                                                                                                                                                           or
                                                                                                                                                           by
                                                                                                                                                           personal
                                                                                                                                                           service
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           deemed
                                                                                                                                                           in
                                                                                                                                                           every
                                                                                                                                                           respect
                                                                                                                                                           effective
                                                                                                                                                           service
                                                                                                                                                           of
                                                                                                                                                           process
                                                                                                                                                           upon
                                                                                                                                                           it
                                                                                                                                                           in
                                                                                                                                                           any
                                                                                                                                                           such
                                                                                                                                                           suit
                                                                                                                                                           or
                                                                                                                                                           proceeding.
                                                                                                                                                           Nothing
                                                                                                                                                           herein
                                                                                                                                                           shall
                                                                                                                                                           affect
                                                                                                                                                           the
                                                                                                                                                           Holder’s
                                                                                                                                                           right
                                                                                                                                                           to
                                                                                                                                                           serve
                                                                                                                                                           process
                                                                                                                                                           in
                                                                                                                                                           any
                                                                                                                                                           other
                                                                                                                                                           manner
                                                                                                                                                           permitted
                                                                                                                                                           by
                                                                                                                                                           law.
                                                                                                                                                           The
                                                                                                                                                           Company
                                                                                                                                                           agrees
                                                                                                                                                           that
                                                                                                                                                           a
                                                                                                                                                           final
                                                                                                                                                           non-appealable
                                                                                                                                                           judgment
                                                                                                                                                           in
                                                                                                                                                           any
                                                                                                                                                           such
                                                                                                                                                           suit
                                                                                                                                                           or
                                                                                                                                                           proceeding
                                                                                                                                                           shall
                                                                                                                                                           be
                                                                                                                                                           conclusive
                                                                                                                                                           and
                                                                                                                                                           may
                                                                                                                                                           be
                                                                                                                                                           enforced
                                                                                                                                                           in
                                                                                                                                                           other
                                                                                                                                                           jurisdictions
                                                                                                                                                           by
                                                                                                                                                           suit
                                                                                                                                                           on
                                                                                                                                                           such
                                                                                                                                                           judgment
                                                                                                                                                           or
                                                                                                                                                           in
                                                                                                                                                           any
                                                                                                                                                           other
                                                                                                                                                           lawful
                                                                                                                                                           manner.



 


		(g)	NO
                                                                                                                                                          JURY
                                                                                                                                                          TRIAL.
                                                                                                                                                          THE
                                                                                                                                                          COMPANY
                                                                                                                                                          HERETO
                                                                                                                                                          KNOWINGLY
                                                                                                                                                          AND
                                                                                                                                                          VOLUNTARILY
                                                                                                                                                          WAIVES
                                                                                                                                                          ANY
                                                                                                                                                          AND
                                                                                                                                                          ALL
                                                                                                                                                          RIGHTS
                                                                                                                                                          IT
                                                                                                                                                          MAY
                                                                                                                                                          HAVE
                                                                                                                                                          TO
                                                                                                                                                          A
                                                                                                                                                          TRIAL
                                                                                                                                                          BY
                                                                                                                                                          JURY
                                                                                                                                                          WITH
                                                                                                                                                          RESPECT
                                                                                                                                                          TO
                                                                                                                                                          ANY
                                                                                                                                                          LITIGATION
                                                                                                                                                          BASED
                                                                                                                                                          ON,
                                                                                                                                                          OR
                                                                                                                                                          ARISING
                                                                                                                                                          OUT
                                                                                                                                                          OF,
                                                                                                                                                          UNDER,
                                                                                                                                                          OR
                                                                                                                                                          IN
                                                                                                                                                          CONNECTION
                                                                                                                                                          WITH,
                                                                                                                                                          THIS
                                                                                                                                                          DEBENTURE.



 


		(h)	Replacement
                                                                                                                                                          Debentures.
                                                                                                                                                          This
                                                                                                                                                          Debenture
                                                                                                                                                          may
                                                                                                                                                          be
                                                                                                                                                          exchanged
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          at
                                                                                                                                                          any
                                                                                                                                                          time
                                                                                                                                                          and
                                                                                                                                                          from
                                                                                                                                                          time
                                                                                                                                                          to
                                                                                                                                                          time
                                                                                                                                                          for
                                                                                                                                                          a
                                                                                                                                                          Debenture
                                                                                                                                                          or
                                                                                                                                                          Debentures
                                                                                                                                                          with
                                                                                                                                                          different
                                                                                                                                                          denominations
                                                                                                                                                          representing
                                                                                                                                                          an
                                                                                                                                                          equal
                                                                                                                                                          aggregate
                                                                                                                                                          outstanding
                                                                                                                                                          Principal
                                                                                                                                                          Amount,
                                                                                                                                                          as
                                                                                                                                                          reasonably
                                                                                                                                                          requested
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          Holder,
                                                                                                                                                          upon
                                                                                                                                                          surrendering
                                                                                                                                                          the
                                                                                                                                                          same.
                                                                                                                                                          No
                                                                                                                                                          service
                                                                                                                                                          charge
                                                                                                                                                          will
                                                                                                                                                          be
                                                                                                                                                          made
                                                                                                                                                          for
                                                                                                                                                          such
                                                                                                                                                          registration
                                                                                                                                                          or
                                                                                                                                                          exchange.
                                                                                                                                                          In
                                                                                                                                                          the
                                                                                                                                                          event
                                                                                                                                                          that
                                                                                                                                                          Holder
                                                                                                                                                          notifies
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          that
                                                                                                                                                          this
                                                                                                                                                          Debenture
                                                                                                                                                          has
                                                                                                                                                          been
                                                                                                                                                          lost,
                                                                                                                                                          stolen
                                                                                                                                                          or
                                                                                                                                                          destroyed,
                                                                                                                                                          a
                                                                                                                                                          replacement
                                                                                                                                                          Debenture
                                                                                                                                                          identical
                                                                                                                                                          in
                                                                                                                                                          all
                                                                                                                                                          respects
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          original
                                                                                                                                                          Debenture
                                                                                                                                                          (except
                                                                                                                                                          for
                                                                                                                                                          registration
                                                                                                                                                          number
                                                                                                                                                          and
                                                                                                                                                          Principal
                                                                                                                                                          Amount,
                                                                                                                                                          if
                                                                                                                                                          different
                                                                                                                                                          than
                                                                                                                                                          that
                                                                                                                                                          shown
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          original
                                                                                                                                                          Debenture),
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          issued
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Holder,
                                                                                                                                                          provided
                                                                                                                                                          that
                                                                                                                                                          the
                                                                                                                                                          Holder
                                                                                                                                                          executes
                                                                                                                                                          and
                                                                                                                                                          delivers
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          an
                                                                                                                                                          agreement
                                                                                                                                                          reasonably
                                                                                                                                                          satisfactory
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          to
                                                                                                                                                          indemnify
                                                                                                                                                          the
                                                                                                                                                          Company
                                                                                                                                                          from
                                                                                                                                                          any
                                                                                                                                                          loss
                                                                                                                                                          incurred
                                                                                                                                                          by
                                                                                                                                                          it
                                                                                                                                                          in
                                                                                                                                                          connection
                                                                                                                                                          with
                                                                                                                                                          this
                                                                                                                                                          Debenture.
                                                                                                                                                          If
                                                                                                                                                          such
                                                                                                                                                          replacement
                                                                                                                                                          occurs,
                                                                                                                                                          the
                                                                                                                                                          term
                                                                                                                                                          “Debenture”
                                                                                                                                                          as
                                                                                                                                                          used
                                                                                                                                                          herein
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          deemed
                                                                                                                                                          to
                                                                                                                                                          refer
                                                                                                                                                          to
                                                                                                                                                          any
                                                                                                                                                          such
                                                                                                                                                          replacement
                                                                                                                                                          Debenture.



 


		(i)	Notification:
                                                                                                                                                          All
                                                                                                                                                          notices,
                                                                                                                                                          requests,
                                                                                                                                                          consents,
                                                                                                                                                          claims,
                                                                                                                                                          demands,
                                                                                                                                                          waivers
                                                                                                                                                          and
                                                                                                                                                          other
                                                                                                                                                          communications
                                                                                                                                                          hereunder
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          in
                                                                                                                                                          writing
                                                                                                                                                          and
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          deemed
                                                                                                                                                          to
                                                                                                                                                          have
                                                                                                                                                          been
                                                                                                                                                          given
                                                                                                                                                          (a)
                                                                                                                                                          when
                                                                                                                                                          delivered
                                                                                                                                                          by
                                                                                                                                                          hand
                                                                                                                                                          (with
                                                                                                                                                          written
                                                                                                                                                          confirmation
                                                                                                                                                          of
                                                                                                                                                          receipt);
                                                                                                                                                          (b)
                                                                                                                                                          when
                                                                                                                                                          received
                                                                                                                                                          by
                                                                                                                                                          the
                                                                                                                                                          addressee
                                                                                                                                                          if
                                                                                                                                                          sent
                                                                                                                                                          by
                                                                                                                                                          a
                                                                                                                                                          nationally
                                                                                                                                                          recognized
                                                                                                                                                          overnight
                                                                                                                                                          courier
                                                                                                                                                          (receipt
                                                                                                                                                          requested);
                                                                                                                                                          (c)
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          date
                                                                                                                                                          sent
                                                                                                                                                          by
                                                                                                                                                          facsimile
                                                                                                                                                          or
                                                                                                                                                          e-mail
                                                                                                                                                          of
                                                                                                                                                          a
                                                                                                                                                          PDF
                                                                                                                                                          document
                                                                                                                                                          (with
                                                                                                                                                          confirmation
                                                                                                                                                          of
                                                                                                                                                          transmission)
                                                                                                                                                          if
                                                                                                                                                          sent
                                                                                                                                                          during
                                                                                                                                                          normal
                                                                                                                                                          business
                                                                                                                                                          hours
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          recipient,
                                                                                                                                                          and
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          next
                                                                                                                                                          Business
                                                                                                                                                          Day
                                                                                                                                                          if
                                                                                                                                                          sent
                                                                                                                                                          after
                                                                                                                                                          normal
                                                                                                                                                          business
                                                                                                                                                          hours
                                                                                                                                                          of
                                                                                                                                                          the
                                                                                                                                                          recipient
                                                                                                                                                          or
                                                                                                                                                          (d)
                                                                                                                                                          on
                                                                                                                                                          the
                                                                                                                                                          third
                                                                                                                                                          day
                                                                                                                                                          after
                                                                                                                                                          the
                                                                                                                                                          date
                                                                                                                                                          mailed,
                                                                                                                                                          by
                                                                                                                                                          certified
                                                                                                                                                          or
                                                                                                                                                          registered
                                                                                                                                                          mail,
                                                                                                                                                          return
                                                                                                                                                          receipt
                                                                                                                                                          requested,
                                                                                                                                                          postage
                                                                                                                                                          prepaid.
                                                                                                                                                          Such
                                                                                                                                                          communications
                                                                                                                                                          must
                                                                                                                                                          be
                                                                                                                                                          sent
                                                                                                                                                          to
                                                                                                                                                          the
                                                                                                                                                          respective
                                                                                                                                                          parties
                                                                                                                                                          at
                                                                                                                                                          the
                                                                                                                                                          following
                                                                                                                                                          addresses
                                                                                                                                                          (or
                                                                                                                                                          at
                                                                                                                                                          such
                                                                                                                                                          other
                                                                                                                                                          address
                                                                                                                                                          for
                                                                                                                                                          a
                                                                                                                                                          party
                                                                                                                                                          as
                                                                                                                                                          shall
                                                                                                                                                          be
                                                                                                                                                          specified
                                                                                                                                                          in
                                                                                                                                                          a
                                                                                                                                                          notice):



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 9



    	 



    


 


	If to Company:	 	Regency
                                                                                                 Yamuna Energy Limited

        Regency Complex, River View Road

        Shamsherpur, Paonta Sahib-173 025 (HP)

         

        Telephone: +91-1704-223431, 224431

        Facsimile: +91-1704-222645

        E-mail: aphregency@yahoo.co.in

        Attention: Sh.Arun Sharma

        

	 	 	 
	with a copy to:	 	Sh.
                                                                                     Rajeev Walia (rkwalia7777@gmail.com),

                                                                                     

                                                                                Mobile
                                                                                : +91-9418049977

	 	 	 
	If to older:	 	Pan
                                                                                     Asia Infratech, Corp.

        c/o Pan Global, Corp.

        123 W. Nye Lane, Suite 455

        Carson City, Nevada 89706

        Attention of: Bharat Vasandani

        Telephone: (888) 983-1623

        

	 	 	 
	with a copy to:	 	The
                                                                                     Magri Law Firm, PLLC

        2642 NE 9th Avenue

        Fort Lauderdale, FL 33334

        USA

        Direct: (954) 303-8027

        T: (646) 502-5900

        F: (646) 836-9200

        pmagri@magrilaw.com

        www.magrilaw.com

        Attention:Philip Magri, Esq.



 


		(j)	Liquidation.
                                                                                                                                                                                                                  In
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  event
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  default,
                                                                                                                                                                                                                  insolvency,
                                                                                                                                                                                                                  dissolution,
                                                                                                                                                                                                                  winding
                                                                                                                                                                                                                  up
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  similar
                                                                                                                                                                                                                  event
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  priority
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  liquidation
                                                                                                                                                                                                                  superior
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  indebtedness
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  except
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  secured
                                                                                                                                                                                                                  claims
                                                                                                                                                                                                                  registered
                                                                                                                                                                                                                  prior
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Issuance
                                                                                                                                                                                                                  Date
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  listed
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  Exhibit
                                                                                                                                                                                                                  C.



 


		(k)	Security.
                                                                                                                                                                                                                  Amounts
                                                                                                                                                                                                                  due
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  secured
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  secondary(residual)
                                                                                                                                                                                                                  charge
                                                                                                                                                                                                                  against
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  assets
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  registered
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  second
                                                                                                                                                                                                                  lien
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  assets
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  pledged
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  senior
                                                                                                                                                                                                                  secured
                                                                                                                                                                                                                  indebtedness
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  first
                                                                                                                                                                                                                  lien
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  assets
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  so
                                                                                                                                                                                                                  pledged.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  take
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  steps
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  perfect
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  foregoing
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  first
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  second
                                                                                                                                                                                                                  priority
                                                                                                                                                                                                                  liens
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  asses
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  granted
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  Debenture.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 10



    	 



    


 


		(l)	Information
                                                                                                                                                                                                                  Rights.The
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  entitled
                                                                                                                                                                                                                  so
                                                                                                                                                                                                                  long
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  ConvertibleDebenture
                                                                                                                                                                                                                  remains
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  and,
                                                                                                                                                                                                                  if
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  portion
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  this
                                                                                                                                                                                                                  ConvertibleDebenture
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  converted
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  common
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  so
                                                                                                                                                                                                                  long
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  shareholder
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  demand
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  receive
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  information
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  affairs
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  available
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company’s
                                                                                                                                                                                                                  management,
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  shareholders
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Directors
                                                                                                                                                                                                                  including,
                                                                                                                                                                                                                  without
                                                                                                                                                                                                                  limitation,
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  receipt
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  quarterly
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  annual
                                                                                                                                                                                                                  financial
                                                                                                                                                                                                                  reports,
                                                                                                                                                                                                                  reports
                                                                                                                                                                                                                  verbal
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  written
                                                                                                                                                                                                                  addressed
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Directors,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  books
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  records
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  company
                                                                                                                                                                                                                  (minute
                                                                                                                                                                                                                  book,
                                                                                                                                                                                                                  share
                                                                                                                                                                                                                  register,
                                                                                                                                                                                                                  etc.),
                                                                                                                                                                                                                  notification
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  material
                                                                                                                                                                                                                  events;
                                                                                                                                                                                                                  furthermore,
                                                                                                                                                                                                                  Holder
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  permitted
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  appoint
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  agent
                                                                                                                                                                                                                  attend
                                                                                                                                                                                                                  meetings
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Directors
                                                                                                                                                                                                                  (either
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  person
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  via
                                                                                                                                                                                                                  teleconference)
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  non-voting
                                                                                                                                                                                                                  observer.



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 11



    	 



    


 


IN WITNESS WHEREOF, the
Company has caused this Convertible Debenture to be duly executed on the day and in the year first above written.


 


	 	MAKER:
	 	 	 
	 	REGENCY YAMUNA ENERGY LIMITED
    
	 	 	 
	 	By:	/s/
    ARUN SHARMA 
	 	 	 
	 	Name:	Arun Sharma 
	 	 	 
	 	Title:	Director 
	 	 	 
	 	Date:	October 18, 2013
    


 


[RYEL CORPORATE SEAL]


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 12



    	 



    


 


LIST
OF EXHIBITS


 


EXHIBIT A: FORM OF CONVERSION NOTICE


 


EXHIBIT B: CERTIFIED SHARE REGISTER


 


EXHIBIT C: PRIOR SECURED CLAIMS


 


EXHIBIT D: USE OF PROCEEDS


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 13



    	 



    


 


EXHIBIT A


 


FORM OF
CONVERSION NOTICE


 


DATE: ____________________________


 


FROM: ____________________________


 


	Re:	15%Convertible
    Debenture due ____________ (this “Debenture”)
	 	issued
    by Regency Yamuna Energy Limited (the “Company”) to Pan Asia Infratech, Corp. (the “Holder”) on _______________
    2013.


 


The undersigned on behalf of the
Holder hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Debenture)
indicated below of this Debenture into shares of Common Shares of the Company according to the conditions hereof, as of the date
written below. If any shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer
taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The
undersigned represents as of the date hereof that, after giving effect to the conversion of this Debenture pursuant to this Conversion
Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Debenture.


 


	Conversion
    Information	 
	 	 
	Date of Conversion:	 
	 	 
	Principal Amount
    Converted:	 
	 	 
	Interest Amount
    Converted:	 
	 	 
	Conversion Price:	 
	 	 
	Number of Shares
    to be Issued:	 


 


Holder:


 


	 	 	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 14



    	 



    


 


EXHIBIT
B


 


CERTIFIED
SHARE REGISTER


 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 15



    	 



    


 


EXHIBIT C


 


PRIOR
SECURED CLAIMS


 


		1.	SBOP
                                                                                                                                                                                                                   Term
                                                                                                                                                                                                                   Loan
                                                                                                                                                                                                                   Credit
                                                                                                                                                                                                                   Facility
                                                                                                                                                                                                                   -
                                                                                                                                                                                                                   –
                                                                                                                                                                                                                   Rs.
                                                                                                                                                                                                                   28.36
                                                                                                                                                                                                                   Cr.



		2.	IFCI
                                                                                                                                                                                                                   Venture
                                                                                                                                                                                                                   Debentures
                                                                                                                                                                                                                   –
                                                                                                                                                                                                                   Rs.
                                                                                                                                                                                                                   3
                                                                                                                                                                                                                   Cr.



 




    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 16



    	 



    


 


EXHIBIT D


 


USE
OF PROCEEDS


 


The Company shall use the proceeds
of the Debenture to pay that certain State Bank of Patiala (“SBOP”) loan restructuring fee to enable the Company
to reduce the interest on the SBOP Term Loan Credit Facility from 13% (thirteen percent) to 11% (eleven percent); to extend the
amortization terms on the SBOP Term Loan Credit Facility; and to increase the permitted borrowing limit under the SBOP Term Loan
Credit Facility to Rs. 28.36 Cr. Upon return of such fee (via the increase in the permitted borrowing limit of the restructured
SBOP Term Loan Credit Facility, the Company shall apply these funds towards completion its construction of the Project.


 



    	15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______	Page 17