Unassociated Document


    Exhibit 10.4

    
 

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

    


     

     $200,000

     

    Smart
Devices Limited

     

    Secured
Convertible Debenture

     

    Due
Date: as set forth herein

     

    Issue
Date: March 7th,
2008

    


     

    THIS DEBENTURE is issued by Smart
Devices Limited, private limited liability Company incorporated under the laws
of England and Wales under Company Registration number 03425367 (the “Obligor”)
to Woize International Ltd., a corporation incorporated under the laws of the
state of Nevada (the “Holder”).

    


     

    FOR VALUE RECEIVED, the
Obligor hereby promises to pay to the Holder or its successors and assigns the
principal sum of Two Hundred Thousand USD ($200,000) upon demand.

     

    Interest.  Interest
shall accrue on the outstanding principal balance hereof at an annual rate equal
to twenty percent (20%).  Interest shall be calculated on the basis of
a 360-day year and the actual number of days elapsed, to the extent permitted by
applicable law.

     

    This Debenture is subject to the
following additional provisions:

     

    Section
1.                                This
Debenture is exchangeable for an equal aggregate principal amount of Debentures
of different authorized denominations, as requested by the Holder surrendering
the same. No service charge will be made for such registration of transfer or
exchange.

     

    Section
2.                                Events of
Default.

     

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

     

    
      
         

      

      
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    (i)           Any
default in the payment of the principal of, interest on or other charges in
respect of this Debenture, free of any claim of subordination, as and when the
same shall become due and payable (whether on the Maturity Date or by
acceleration or otherwise);

     

    (ii)           The
Obligor shall fail to observe or perform any other covenant, agreement or
warranty contained in, or otherwise commit any breach or default of any
provision of this Debenture (except as may be covered by Section 2(a)(i) hereof) which
is not cured with in the time prescribed;

     

    (iii)           The
Obligor or any subsidiary of the Obligor shall commence, or there shall be
commenced against the Obligor or any subsidiary of the Obligor under any
applicable bankruptcy or insolvency laws as now or hereafter in effect or any
successor thereto, or the Obligor or any subsidiary of the Obligor commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Obligor or any
subsidiary of the Obligor or there is commenced against the Obligor or any
subsidiary of the Obligor any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Obligor or any
subsidiary of the Obligor is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the
Obligor or any subsidiary of the Obligor suffers any appointment of any
custodian, private or court appointed receiver or the like for it or any
substantial part of its property which continues undischarged or unstayed for a
period of sixty one (61) days; or the Obligor or any subsidiary of the Obligor
makes a general assignment for the benefit of creditors; or the Obligor or any
subsidiary of the Obligor shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or the
Obligor or any subsidiary of the Obligor shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its
debts; or the Obligor or any subsidiary of the Obligor shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Obligor
or any subsidiary of the Obligor for the purpose of effecting any of the
foregoing;

     

    (iv)           The
Obligor or any subsidiary of the Obligor shall default in any of its obligations
under any other Debenture or any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced any indebtedness
for borrowed money or money due under any long term leasing or factoring
arrangement of the Obligor or any subsidiary of the Obligor in an amount
exceeding $50,000, whether such indebtedness now exists or shall hereafter be
created and such default shall result in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable;

     

    (v)           Smart
or the Pledgor (as defined below) as the case may, be shall breach any
representations and warranties contained in the Heads of Agreement and that
certain Deed of Agreement dated February 15, 2008 by and between the Obligor and
the Holder.

     

    
      
         

      

      
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     (b)           During
the time that any portion of this Debenture is outstanding, if any Event of
Default has occurred and shall continue for a period of three (3) days after a
notice of such default has been delivered by the Holder to the Obligor (the
“Notice
Period”), the full principal amount of this Debenture, together with
interest calculated at the rate of 20% per annum and other amounts owing in
respect thereof, to the date of acceleration shall become at the Holder's
election, immediately due and payable in cash.  The Holder need not
provide and the Obligor hereby waives any presentment, demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period (other than the Notice Period) enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable
law. Such declaration may be rescinded and annulled by Holder at any time prior
to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon

     

    Section
3.                                Conversion. The
principal amount of this Debenture or any portion thereof together with accrued
but unpaid interest shall immediately convert into shares of stock of Obligor
without any action of Holder upon the closing of that certain acquisition
outlined and set forth in the Heads of Agreement dated February 15, 2008 between
the Obligor and the Holder at a conversion price for each share of stock of
$1.00.

     

    Section
3.                                Notices. Any notices,
consents, waivers or other communications required or permitted to be given
under the terms hereof must be in writing and will be deemed to have been
delivered:  (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) trading day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

     

    


    


    
      	
              If
      to the Obligor, to:

            	
              Smart
      Devices Limited

            
	 
      	
              Unit
      2A, The Reeds, Reeds Road

            
	 
      	
              Frensham,
      Surrey, GU10 3BP, United Kingdom

            
	 
      	
              Attention:  Keith
      France

            
	 
      	
              Telephone:
      +44 (0) 1252 792 862

            
	 
      	
              Facsimile:
      +44 (0) 1252 795 392

            
	 
      	 
      
	 
      	 
      
	
              If
      to the Holder:

            	
              Woize
      International, Ltd.

            
	 
      	
              3rd
      Floor, 14 South Molton Street

            
	 
      	
              London
      W1K 5QP United Kingdom

            
	 
      	
              Attention:
      Martin Thorp, CFO

            
	 
      	
              Telephone:
      +44 (0) 207 499 1730

            


    

     

    
      
         

      

      
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    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) business days prior to the effectiveness of such
change.  Written confirmation of receipt (i) given by the recipient of
such notice, consent, waiver or other communication, (ii) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (iii) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     

    Section
4.                                Definitions.  For
the purposes hereof, the following terms shall have the following
meanings:

     

    “Business Day” means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday in the United Kingdom or a day on which banking institutions are
authorized or required by law or other government action to close.

     

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

     

    “Person” means a
corporation, an association, a partnership, organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

     

     Section
5                               Except
as expressly provided herein, no provision of this Debenture shall alter or
impair the obligations of the Obligor, which are absolute and unconditional, to
pay the principal of, interest and other charges (if any) on, this Debenture at
the time, place, and rate, and in the coin or currency, herein
prescribed.  This Debenture is a direct obligation of the Obligor.
This Debenture ranks pari passu with all other Debentures now or hereafter
issued under the terms set forth herein. As long as this Debenture is
outstanding, the Obligor shall not and shall cause their subsidiaries not to,
without the consent of the Holder (which shall not be unreasonably withheld),
amend its certificate of incorporation, bylaws or other charter documents so as
to adversely affect any rights of the Holder.

     

    Section
6.                                If
this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall
execute and deliver, in exchange and substitution for and upon cancellation of
the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
destroyed Debenture, a new Debenture for the principal amount of this Debenture
so mutilated, lost, stolen or destroyed but only upon receipt of evidence of
such loss, theft or destruction of such Debenture, and of the ownership hereof,
and indemnity, if requested, all reasonably satisfactory to the
Obligor.

     

    Section
7.                                No
indebtedness of the Obligor is senior to this Debenture in right of payment,
whether with respect to interest, damages or upon liquidation or dissolution or
otherwise.  Without the Holder’s consent, the Obligor will not and
will not permit any of their subsidiaries to, directly or indirectly, enter
into, create, incur, assume or suffer to exist any indebtedness of any kind, on
or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits there from that is senior in
any respect to the obligations of the Obligor under this Debenture.

     

    
      
         

      

      
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    Section
8.                                   This
Agreement is governed by and shall be construed in accordance with the laws of
England.  The parties to this Agreement submit to the exclusive
jurisdiction of the English Courts.

    


     

    Section
9.                                If
the Obligor fails to comply with the terms of this Debenture, then the Obligor
shall reimburse the Holder promptly for all fees, costs and expenses, including,
without limitation, attorneys’ fees and expenses incurred by the Holder in any
action in connection with this Debenture, including, without limitation, those
incurred: (i) during any workout, attempted workout, and/or in connection with
the rendering of legal advice as to the Holder’s rights, remedies and
obligations, (ii) collecting any sums which become due to the Holder, (iii)
defending or prosecuting any proceeding or any counterclaim to any proceeding or
appeal; or (iv) the protection, preservation or enforcement of any rights or
remedies of the Holder.

     

    Section
10.                                Any
waiver by the Holder of a breach of any provision of this Debenture shall not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Debenture. The failure of the
Holder to insist upon strict adherence to any term of this Debenture on one or
more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Debenture. Any waiver must be in writing.

     

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

     

    Section
12.   This
Debenture is secured by a security interest granted to Obligor for the benefit
of the Holder, in all of the assets of the Obligor set forth on the attached
Schedule A. Obligor agrees to execute and deliver further instruments as Holder
may reasonably require to effectively transfer and assign to, and vest in,
Seller a security interest.

     

    Section 13.  Keith
France (the “Pledgor”) hereby grants to the Holder an irrevocable, first
priority security interest in all of his shares of the Obligor as security for
Obligor’s obligations under this Debenture.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
Obligor has caused this Promissory Debenture to be duly executed by a duly
authorized officer as of the date set forth above.

     

    
      
        	 	Smart
      Devices Limited	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Keith
      France	 
	 	 	Director	 
	 	 	 	 


      

       

    

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                 

              	 	 
	 	 	Keith
      France	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     

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