Exhibit 10.1


NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS DEBENTURE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,


IS AVAILABLE.


 


ASSURED PHARMACY, INC.


 


18% Unsecured Convertible Debenture


 



	
            $_________
 	
            _________, 2008
 



 


This Unsecured Convertible Debenture (the “Debenture”) is issued by Assured Pharmacy, Inc., a Nevada Corporation (the “Company”) this ___th day of ______, 2008 (the “Issuance Date”) to ___________ pursuant to exemptions from registration under the Securities Act of 1933, as amended.


 


ARTICLE I.


 


PRINCIPAL AND INTEREST


 


Section 1.1. For value received, the Company promises to pay to Holder, or its registered assigns, the principal sum of ______ on or before _________, 2008 (the “Maturity Date”), and to pay interest to the Holder on the principal amount of this Debenture (the “Principal Amount”) at the rate of 18.0% per annum, with interest for the period from the Issuance Date to the Maturity Date payable in full on the Maturity Date. All interest due under this Debenture shall be paid by the Company solely in cash unless otherwise agreed to by both parties in writing. All payments of principal and interest shall be made to the Holder at the address set forth above or such other address as the Holder shall notify the Company in writing ten (10) days prior to the due date of any payment of this Debenture as provided herein.


 


Section 1.2. Unsecured Nature of Debenture. This Debenture is unsecured.


 


 


 


 









 


 


ARTICLE II.


 


CONVERSION RIGHTS; CONVERSION PRICE


 


Section 2.1. Voluntary Conversion by Holder. The Holder shall have the right prior to the date on which this Debenture is paid in full, to convert at any time, or from time to time, any part of the outstanding Principal Amount of this Debenture into fully paid and non-assessable shares of Common Stock and Common Stock Purchase Warrants (“Conversion Warrants”) of the Company (the “Conversion Units”) at the Conversion Price (as defined below) determined as provided herein. Promptly after the surrender of this Debenture, accompanied by a Notice of Conversion of Convertible Debenture in the form attached hereto as Exhibit 1, properly completed and duly executed by the Holder (a “Conversion Notice”), the Company shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock and Conversion Warrants in the form attached hereto as Exhibit 2 and Exhibit 3
for the balance of this Debenture converted as shall be determined in accordance herewith. The Conversion Warrants evidenced by Exhibit 2 to be issued following receipt of the Conversion Notice are exercisable for shares of the Company’s Common Stock at an exercise price of $0.60 per share for a period of one year (the “$0.60 Warrants”). The Conversion Warrants evidenced by Exhibit 3 to be issued following receipt of the Conversion Notice are exercisable for shares of the Company’s Common Stock at an exercise price of $0.80 per share for a period of two years ((the “$0.80 Warrants”).


 


Section 2.2. The number of shares of Common Stock to be issued upon each conversion
of this Debenture shall be determined by dividing (i) the amount of Principal to be converted by (ii) the Conversion Price. The number of Conversion Warrants to be issued to Holder upon conversion of this Debenture shall be equal to the number of shares of Common Stock issued upon conversion of this Debenture, with such number of Conversion Warrants to be divided equally between $0.60 Warrants and $0.80 Warrants.


 


Section 2.3. Conversion Price. Upon any conversion of this Debenture, the conversion price shall be $0.40, subject to adjustment from time to time upon the happening of certain events (the “Conversion Price”) as set forth below.


 


(a) Stock Splits, etc.   In case the Company shall: (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Conversion Units issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the holder of this Debenture shall be entitled to receive the kind
and number of Conversion Units which he would have owned or have been entitled to

receive had such Debenture been converted in advance thereof. Upon each such adjustment of the kind and number of Conversion Units the holder of this Debenture shall


 


 








 


 


thereafter be entitled to purchase the number of Conversion Units resulting from such adjustment at a Conversion Price per Conversion Unit obtained by multiplying the

Conversion Price in effect immediately prior to such adjustment by the number of

Conversion Units issuable pursuant hereto immediately prior to such adjustment and

dividing by the number of Conversion Units of the Company resulting from such

adjustment. An adjustment made pursuant to this paragraph shall become effective

immediately after the effective date of such event retroactive to the record date, if any,

for such event.


 


(b) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such

reorganization, reclassification, merger, consolidation or disposition of assets, shares of

common stock of the successor or acquiring corporation, or any cash, shares of stock or

other securities or property of any nature whatsoever (including warrants or other

subscription or purchase rights) in addition to or in lieu of common stock of the successor

or acquiring corporation (“Other Property”), are to be received by or distributed to the

holders of Common Stock of the Company, then Holder shall have the right thereafter to

receive, upon conversion of this Debenture, Conversion Units for the number of shares of

common stock, and warrants to purchase common stock, of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and Other Property

receivable upon or as a result of such reorganization, reclassification, merger,

consolidation or disposition of assets by a holder of the number of Conversion Units into

which this Debenture is convertible immediately prior to such event. In case of any such

reorganization, reclassification, merger, consolidation or disposition of assets, the

successor or acquiring corporation (if other than the Company) shall expressly assume

the due and punctual observance and performance of each and every covenant and

condition of this Debenture to be performed and observed by the Company and all the

obligations and liabilities hereunder, subject to such modifications as may be deemed

appropriate (as determined in good faith by resolution of the Board of Directors of the

Company) in order to provide for adjustments of Conversion Units into which this

Debenture is convertible which shall be as nearly equivalent as practicable to the

adjustments provided for in this Section 2.3(b). For purposes of this Section 2.3(b),

“common stock of the successor or acquiring corporation” shall include stock of such

corporation of any class which is not preferred as to dividends or assets over any other

class of stock of such corporation and which is not subject to redemption and shall also

include any evidences of indebtedness, shares of stock or other securities which are

convertible into or exchangeable for any such stock, either immediately or upon the

arrival of a specified date or the happening of a specified event and any warrants or other

rights to subscribe for or purchase any such stock. The foregoing provisions of this

Section 2.3(b) shall similarly apply to successive reorganizations, reclassifications,

mergers, consolidations or disposition of assets.


 


 








 


 


 


(c) Notice of Adjustment. Whenever the number of Conversion Units or number or kind of securities or other property issuable upon the conversion of this Debenture or the Conversion Price is adjusted, as herein provided, the Company shall promptly mail by

registered or certified mail, return receipt requested, to the holder of this Debenture
notice of such adjustment or adjustments setting forth the number of Conversion Units

(and other securities or property) issuable upon the conversion of this Debenture and the

Conversion Price of such Conversion Units (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of such adjustment.


 


Section 2.4. Notice of Corporate Action. If at any time:


 


(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or


 


(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,


 


(c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (x) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (y) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such

disposition, dissolution, liquidation or winding up. Each such written notice shall be

sufficiently given if addressed to Holder at the last address of Holder appearing on the

books of the Company and delivered in accordance with Section 5.1.


 


 








 


 


 


Section 2.5.
Method of Conversion. Except as otherwise provided in this Debenture or

agreed to by the Holder, this Debenture may be converted by the Holder pursuant to its

conversion rights set forth in Section 2.1 in whole at any time or in part (provided each

such partial conversion is at least $10,000) by submitting to the Company a Conversion

Notice (by facsimile dispatched on the Conversion Date and confirmed by U.S. mail or

overnight mail service sent within two business days thereafter) and surrendering this

Debenture with the mailed confirmation of the Conversion Notice at the office of the

Company as provided in Section 5.1. Upon a partial conversion of this Debenture, a new

debenture containing the same date and provisions as this Debenture shall be issued by

the Company to the Holder for the balance due hereunder which shall not have been

converted.


 


Section 2.6. Restrictions on Securities. This Debenture has been issued by the Company pursuant to the exemption from registration under the Securities Act of 1933, as amended

(the “Act”). None of this Debenture, the shares of Common Stock and Conversion

Warrants issuable upon conversion of this Debenture, or the shares of Common Stock of

the Company issuable upon exercise of the Conversion Warrants (the “Warrant Shares”)

may be offered, sold or otherwise transferred unless (i) they first shall have been

registered under the Act and applicable state securities laws or (ii) the Company shall

have been furnished with an opinion of legal counsel (in form, substance and scope

reasonably acceptable to Company) to the effect that such sale or transfer is exempt from

the registration requirements of the Act. Each certificate for shares of Common Stock and

Conversion Warrants issuable upon conversion of this Debenture and Warrant Shares

issuable upon exercise of the Conversion Warrants that have not been so registered and

that have not been sold pursuant to an exemption that permits removal of the applicable

legend, shall bear a legend substantially in the following form, as appropriate:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


 


Upon the request of a holder of a certificate representing any shares of Common Stock
issuable upon conversion of this Debenture, the Company shall remove the foregoing

legend from the certificate or issue to such Holder a new certificate free of any transfer

legend, if (a) with such request, the Company shall have received an opinion of counsel,

reasonably satisfactory to the Company in form, substance and scope, to the effect that

any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.


 


Section 2.7. Registration Rights. If at any time the Company proposes to register any of


 


 








 


its common stock under the Act, whether as a result of an offering for its own account or

the account of others, excluding any registrations to be effected on Forms S-4 or S-8 or

other applicable successor Forms, the Company shall, at such time, promptly give Holder

written notice of such proposed registration and offer Holder the opportunity to include

the shares of common stock issued as interest, the shares of Common Stock issuable upon

conversion of this Debenture and the Warrant Shares issuable upon exercise of the

Conversion Warrants in such registration statement (each, a “Piggy Back Registration”).

The Company shall include in any such registration statement all or part of the underlying

common stock that Holder requests to be registered. In a Piggyback Registration, the

Company will pay the registration expenses and the reasonable fees.


 


Section 2.8. Reservation of Common Stock.


 


(a) The Company covenants that during the period the
Debenture is outstanding, it

will reserve from its authorized and unissued Common Stock a sufficient number of

shares to provide for the issuance of Common Stock of the Company upon the

Conversion of the Debenture. The Company further covenants that its issuance of this

Debenture shall constitute full authority to its officers who are charged with the duty of

executing stock certificates and warrants to execute and issue the necessary certificates

for shares of Common Stock of the Company, and the Conversion Warrants, issuable

upon the conversion of this Debenture. The Company will take all such reasonable

action as may be necessary to assure that such Conversion Units may be issued as

provided herein without violation of any applicable law or regulation, or of any

requirements of the FINRA OTCBB (or such other principal market upon which the

Common Stock of the Company may be listed).


 


(b) The Company shall not by any action, including,
without limitation, amending its

certificate of incorporation or through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities or any other voluntary

action, with the purpose to avoid or seek to avoid the observance or performance of any

of the terms of this Debenture, but will at all times in good faith assist in the carrying out

of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder against impairment. Without limiting the generality of the

foregoing, the Company will (a) not increase the par value of any shares of Common

Stock issuable upon the conversion of this Debenture above the amount payable therefor

upon such conversion immediately prior to such increase in par value, (b) take all such

action as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable shares of Common Stock and Conversion

Warrants upon the conversion of this Debenture, and (c) use its best efforts to obtain all

such authorizations, exemptions or consents from any public regulatory body having

jurisdiction thereof as may be necessary to enable the Company to perform its obligations

under this Debenture.


 

(c) Upon the request of Holder, the Company will at any time during the period this Debenture is outstanding acknowledge in writing the continuing validity of this Debenture and the obligations of the Company hereunder.

 


 








 


 


(d) Before taking any action which would cause an adjustment
reducing the current

Conversion Price below the then par value, if any, of the shares of Common Stock

issuable upon conversion of the Debentures, the Company shall take any corporate action

which may be necessary in order that the Company may validly and legally issue fully

paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.


 


(e) Before taking any action which would result in an adjustment in the number of Conversion Units into which this Debenture is convertible or in the Conversion Price, the

Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(f) If at any time the Company does not have a sufficient number of authorized and

available shares of Common Stock for issuance upon conversion of the Debenture, then

the Company shall call and hold a special meeting of its stockholders within forty-five

(45) days of that time for the sole purpose of increasing the number of authorized

shares of Common Stock.


 


Section 2.9. Paying Agent and Registrar. Initially, the
Company will act as paying agent

and registrar. The Company may change any paying agent, registrar, or Company registrar

by giving the Holder not less than ten (10) business days’ written notice of its

election to do so, specifying the name, address, telephone number and facsimile number

of the paying agent or registrar.


 


Section 2.10. Anything in this Debenture to the contrary notwithstanding, in no event

shall there be any adjustment to the interest due under this Debenture or the total number

of shares of Common Stock of the Company issued as interest hereunder, including,

without limitation, upon, in connection with or as a result of any conversion of this Debenture; and, (ii) in no event shall Holder be obligated to return, refund, rebate or transfer any such interest or shares of Common Stock of the Company issued as interest hereunder including, without limitation, upon, in connection with or as a result of any conversion of this Debenture.


 


ARTICLE III.


 


REPRESENTATIONS AND WARRANTIES OF HOLDER


 


Section 3.1. The Holder represents and warrants to the Company:


 


(a)
    The Holder of this Debenture, by acceptance hereof, agrees that this Debenture
  is being acquired for investment and that such Holder will not offer, sell or
otherwise dispose of this Debenture or the Common Stock or Conversion Warrants issuable upon conversion hereof or Warrant Shares issuable upon exercise of the Conversion
Warrants



 


 








 


 


except under circumstances that will not result in a violation of the Act or any application

state securities laws or similar laws relating to the sale of securities;


 


(b) That Holder understands that none of this Debenture or the Common Stock or Conversion Warrants issuable upon conversion hereof or Warrant Shares issuable upon

exercise of the Conversion Warrants have been registered under the Securities Act of

1933, as amended (the “Act”), in reliance upon the exemptions from the registration

provisions of the Act and any continued reliance on such exemption is predicated on the

representations of the Holder set forth herein;


 


(c) Holder (i) has adequate means of providing for his current needs and possible

contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the
substantial economic risks of an investment in this Debenture for an indefinite period,

(iv) at the present time, can afford a complete loss of such investment, and (v) does not

have an overall commitment to investments which are not readily marketable that is

disproportionate to Holder’s net worth, and Holder’s investment in this Debenture will

not cause such overall commitment to become excessive;


 


(d) Holder is an “accredited investor” (as defined in Regulation D promulgated

under the Act) and the Holder’s total investment in this Debenture does not exceed 10%

of the Holder’s net worth; and


 


(e) Holder recognizes that an investment in the Company involves significant risks

and only investors who can afford the loss of their entire investment should consider

investing in the Company and this Debenture.


 


ARTICLE IV.


 


EVENTS OF DEFAULT


 


Section 4.1 Default. In case one or more of the following events (“Events of Default”)

(whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be 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) shall have occurred and be continuing:


 


(a) default in the due and punctual payment of all or any part of the Principal Amount

as and when such amount or such part thereof shall become due and payable hereunder;

or


 


(b) failure on the part of the Company duly to observe or perform in all material
respects any of the covenants or agreements on the part of the Company contained herein

(other than those covered by clause (a) above) for a period of 10 business days after the

date on which written notice specifying such failure, stating that such notice is a “Notice

of Default” hereunder and demanding that the Company remedy the same, shall have

been given by the Holder by registered or certified mail, return receipt requested, to the


 


 








 


 


Company; or


 


(c) any of the following actions by the Company pursuant to or within the meaning

title 11, U.S. Code or any similar federal or state law for the relief of debtors

(collectively, the “Bankruptcy Law”): (A) commencement of a voluntary case or

proceeding, (B) consent to the entry of an order for relief against it in an involuntary case

or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator

or similar official under any Bankruptcy Law (each, a “Custodian”), of it or for all or

substantially all of its property, (D) a general assignment for the benefit of its creditors,

or (E) admission in writing its inability to pay its debts as the same become due; or


 


(d) entry by a court of competent jurisdiction of an order or decree under any

Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B)

appoints a Custodian of the Company or for all or substantially all of the property of the

Company, or (C) orders the liquidation of the Company, and such order or decree

remains unstayed and in effect for 60 days; then, in each case where an Event of Default specified in Section 4.1(b) occurs, the Holder, by notice in writing to the Company (the “Acceleration Notice”), may declare the outstanding Principal Amount (in whole or in part) to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; provided, however, that if an Event of Default specified in Section 4.1(a), (c) or (d) occurs, the outstanding Principal Amount shall become and be immediately due and payable without any declaration or other act on the part of the Holder.


 


Section 4.2. Payment of Costs. The Company shall reimburse the Holder, on demand,

for any and all reasonable costs and expenses, including reasonable attorneys’ fees and

disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing

this Note or in attempting to collect or enforce this Note.


 


Section 4.3. Powers and Remedies Cumulative; Delay or Omission Not Waiver of

Default. No right or remedy herein conferred upon or reserved to the Holder is intended

to be exclusive of any other right or remedy available to Holder under applicable law, and

every such right and remedy shall, to the extent permitted by law, be cumulative and in

addition to every other right and remedy given hereunder or now or hereafter existing at

law or in equity or otherwise. The assertion or employment of any right or remedy

hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any

other appropriate right or remedy. No delay or omission of the Holder to exercise any

right or power accruing upon any Default occurring and continuing as aforesaid shall

impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may

be exercised from time to time, and as often as shall be deemed expedient, by the Holder.


 


Section 4.4. Waiver of Past Defaults. The Holder may waive any past default or Event

of Default hereunder and its consequences but no such waiver shall extend to any

subsequent or other default or Event of Default or impair any right consequent thereon.


 


 








 


 


Section 4.5. Waiver of Presentment etc. The Company hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Debenture, except as specifically provided herein.


 


ARTICLE V.


 


MISCELLANEOUS


 


Section 5.1. Notices. Any notice herein required or permitted to be given shall be in

writing and may be personally served or delivered by courier or sent by United States

mail and shall be deemed to have been given upon receipt if personally served (which

shall include telephone line facsimile transmission) or sent by courier or three (3) days

after being deposited in the United States mail, certified, with postage pre-paid and

properly addressed, if sent by mail. For the purposes hereof, the address of the Holder

shall be as shown on the records of the Company; and the address of the Company shall

be 17935 Sky Park Circle, Suite F, Irvine, California 92614. Both the Holder and the

Company may change the address for service by delivery of written notice to the other as

herein provided.


 


Section 5.2. Entire Agreement and Amendment Provision. This Debenture represents the

entire agreement between the parties hereto with respect to the subject matter hereof and

there are no representations, warranties or commitments, except as set forth herein. This

Debenture and any provision hereof may be amended only by an instrument in writing

signed by the Company and the Holder.


 


Section 5.3. Assignability. This Debenture shall be binding upon the Company and its

successors and assigns and shall inure to be the benefit of the Holder and its successors

and assigns; provided, however, that so long as no Event of Default has occurred, this

Debenture shall only be transferable in whole subject to the restrictions contained in the

restrictive legend on the first page of this Debenture.


 


Section 5.4. Governing Law. This Debenture shall be governed by the internal laws of

the State of Nevada, without regard to conflicts of laws principles. The parties hereto

hereby submit to the exclusive jurisdiction and venue of the state or federal courts sited in

Clark County, Nevada with respect to any dispute arising under this Debenture.


 


Section 5.5. Replacement of Debenture. The Company covenants that upon receipt by

the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or

mutilation of this Debenture, and in case of loss, theft or destruction, of indemnity or

security reasonably satisfactory to it (which may not include the posting of any bond),

and upon surrender and cancellation of such Debenture, if mutilated, the Company will

make and deliver a new Debenture of like tenor.


 


Section 5.6. This Debenture shall not entitle the Holder to any of the rights of a

stockholder of the Company, including without limitation, the right to vote, to receive


 


 








 


 


dividends and other distributions, or to receive any notice of, or to attend, meetings of

stockholder or any other proceedings of the Company, unless and to the extent converted

into shares of Common Stock in accordance with the terms hereof.


 


Section 5.7. Severability. 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.


 


Section 5.8. Headings. The headings of the sections of this Debenture are inserted for

convenience only and do not affect the meaning of such section.


 


Section 5.9. Counterparts. This Debenture may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument.


 


Section 5.10.  Exchange.  (a) Notwithstanding any other provision of this Debenture, the Holder hereby agrees and acknowledges that, in the event the Company proceeds with a private placement of Units, each Unit consisting of (i) 25,000 shares of Series A 10% Convertible Preferred Stock, having a stated value of $1.00 per share (the “Stated Value”) and which shall be convertible into the number of shares of Common Stock determined by dividing the Stated Value by the conversion price (which shall initially be $0.25 per share), (ii) 50,000 Class A Warrants to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $0.40 per share, exercisable for three (3) years following the date of issuance and (iii) 50,000 Class B Warrants to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $0.50 per share, exercisable for three (3) years following the date of
issuance, at a price of $25,000 per Unit, the Company shall provide notice to Holder of such private placement at least ten (10) business days prior to commencing such private placement (the “Placement Notice”).  Once Holder has received the Placement Notice, the Company may, at its option, issue to the Holder, or the Holder may, at its option, elect to exchange this Debenture and receive from the Company, in full payment of this Debenture, that number of Units determined by dividing the Principal Amount by the purchase price for each Unit.  The Company or the Holder, as the case may be, shall give written notice to the other not less than thirty (30) days nor more than sixty (60) days prior to the effective date of any such exchange (the “Effective Date”), setting forth the number of Units to be issued, and, in the case of notice from the Company, including instructions for presentation of the Debentures for cancellation, and in the case of notice from the Holder,
including the original Debenture for cancellation. Upon notice of any exchange, the Company covenants and agrees that upon presentation of the Debentures, it will issue on the Effective Date the Units and the share of Common Stock as interest as specified in such notice. The foregoing notwithstanding, upon receipt of a notice of exchange from the Company, in lieu of such exchange, the Holders may convert their Debenture pursuant to Article II hereof during the period from the date of notice of exchange until 5:00 p.m. Eastern Time on the business day immediately prior to the Effective Date.  If the Holder shall send a notice of exchange to the Company, the 


 








 


holder may revoke such notice and exchange at any time up to the date the Company issues Units to the Holder in exchange therefor.  The $0.25 per share conversion price and the number and price of Units set forth herein shall be subject to adjustment as provided in Section 2.3 which shall apply to this Section 5.10 mutatis mutandis.


 


(b) If, on or before the Effective Date, the Company issues the Units to the Holder as provided in Section 5.10(a), together with accrued and unpaid interest, then, on and after said Effective Date, notwithstanding that this Debenture shall not have been surrendered for exchange, the obligation evidenced by the Debenture shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate.


 


IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as


executed this Debenture as of the date first written above.


 


 



	Holder:  	Assured Pharmacy, Inc.
	 	 
	
            By:
 	
            By:
 
	
 
 	
            ___________________________
 
	
             
 	
            Name: Haresh Sheth
 
	
            ___________________________
 	
            Title:
      Chief Financial Officer
 
				



Name:


 


Tax Identification No:


 


 


 


 


 


 


 


 








 


 



EXHIBIT “1”


CONVERSION NOTICE


________________________________________________________________________


(To be executed by the Holder in order to Convert the Debenture)


TO:


The undersigned hereby irrevocably elects to convert US$__________ of the Principal Amount of the above Debenture into Shares of Common Stock of Assured

Pharmacy, Inc., according to the conditions stated therein, as of the Conversion Date

written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and 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.


Conversion Date: ___________________________________________


Applicable Conversion Price: $0.40


Signature: ___________________________________________


Name: ___________________________________________


Address: ___________________________________________


___________________________________________


Tax I.D. or Soc. Sec. No: ___________________________________________


Principal Amount to be converted:


US$________________________________________


Amount of Debenture unconverted:


US$________________________________________


Number of shares of Common Stock to be issued: ________________________


 


 


 



 


 












EXHIBIT 2


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.


COMMON STOCK PURCHASE WARRANT


To Purchase _____________ Shares of Common Stock of


Assured Pharmacy, Inc.


THIS CERTIFIES that, for value received, ____________________
(the “Holder”), shall have the right to purchase from Assured Pharmacy,
Inc., a Nevada  corporation (the “Corporation”), __________ fully
paid and nonassessable shares of the Corporation’s Common Stock (the “Common
Stock”) at an exercise price of $0.60 US per share (the “Exercise
 Price”), subject to further adjustment as set forth in Section 3 hereof,
 at any time until 5:00 P.M., Pacific time, on the end of _________ __, 200__
which is 12 months from the date of issuance (the “Termination Date”).


               1.          Title to Warrant. Prior to the Termination Date and subject to compliance with
applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the
Assignment Form annexed hereto properly endorsed.


               2.          Authorization of Shares. The Company covenants that all shares of Common Stock
which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


               3.          Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant may be made at any time or times on or after the closing of the offering, and before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office
of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof












at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the holder of
this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within twenty (20) Trading Days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section
4 prior to the issuance of such shares, have been paid.


               4.          Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, and such certificates shall be issued in the name of
the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.


               5.          Closing of Books. The Company will not close its shareholder books or records
in any manner which prevents the timely exercise of this Warrant.


               6.          Transfer, Division and Combination. (a) Subject to compliance with any
applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without
having a new Warrant issued.


                         (b)      This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 6(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.












                         (c)      The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 6. 


                         (d)      The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. 


               7.          No Rights as Shareholder until Exercise. This Warrant does not entitle the
holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be
deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.


               8.          Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


               9.          Saturdays. Sundays, Holidays, etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.


               10.        Adjustments
of Exercise Price and Number of Warrant Shares.
(a)
Stock Splits, etc.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time upon
 the happening of any of the following. In case the Company shall: (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of  Common Stock into a greater number of shares of Common Stock, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (iv) issue any shares of its capital stock in a reclassification
of the Common  Stock, then the number of Warrant Shares purchasable upon exercise
of this Warrant immediately prior thereto shall be adjusted so that the holder
of this Warrant shall be entitled to receive the kind and number of Warrant Shares
or other securities  of the Company which he would have owned or have been entitled
to receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable  hereunder, the holder of this Warrant shall thereafter
be entitled to purchase the number of Warrant Shares or other securities resulting
from such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the  Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares purchasable pursuant hereto immediately
prior to such adjustment and dividing by the number of Warrant Shares or other
securities of the Company resulting  from such adjustment. An adjustment












made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.


                         (b)       Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or
otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this
Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 10. For purposes of this Section 10, "common stock of the successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock.
The foregoing provisions of this Section 10 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.












               11.        Notice
of Adjustment. Whenever the number of Warrant
Shares or number or kind  of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this  Warrant notice of such adjustment or adjustments
setting forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or  property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such notice, in the absence
of manifest error, shall be conclusive evidence  of the correctness of such adjustment.


               12.        Notice
of Corporate Action. If at any time:


                         (a)      the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or


                         (b)      there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the Company to, another corporation or,


                         (c)      there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


then, in any one or more of such cases, the Company shall give to Holder (i) at least 3 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 3 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to
Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 14(d).


               13.        Authorized
Shares. The Company covenants that during
the period the Warrant is  outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise












of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock maybe listed.


                         The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefore upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.


                         Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the
obligations of the Company hereunder.


                         Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take
any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price.


                         Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


               14.        Miscellaneous. 


                         (a)       Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the
laws of Nevada without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to the terms set forth in the Purchase Agreement.












                         (b)       Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws. 


                         (c)       Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company fails to comply with any provision of this Warrant, the Company shall pay to
Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in
otherwise enforcing any of its rights, powers or remedies hereunder.


                         (d)       Notices.
Any notice, request or other document required or permitted to be given or delivered
to the holder hereof by the Company shall be  delivered in accordance with the
notice provisions of the Purchase Agreement.


                         (e)       Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


                         (f)       Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be adequate.


                         (g)      Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


                         (h)      Indemnification. The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder in any manner relating to or arising out of any failure by the Company to
perform or observe in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final non-appealable judgment by a court to have resulted from Holder's negligence, bad faith or willful misconduct in
its capacity as a stockholder or warrant holder of the Company.












                         (i)      Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the
Holder.


                         (j)      Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.


                         (k)     Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.


                IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


Dated:_____________ __200__ 


  		
	 	 
	 	 
	 	Assured Pharmacy, Inc. 
	 
	 
	By: 	 
	 	Robert DelVecchio, Chief
          Executive Officer 


   













NOTICE OF EXERCISE 


To:           Assured Pharmacy, Inc. 


                    (1)           The undersigned hereby elects to purchase shares of Common Stock (the "Common Stock"), of Assured Pharmacy, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any. 


                    (2)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 


  		
	  
	 
	
      (Name)  	 
	 	 
	  
	 
	
      (Address)  	 
	  
	 
	 	 
	  
	      
	
      Social Security or Tax Identification Number  


  




Dated:_________________________   


  	
	  

	Signature 
	 
	  

	Print Name                                    















ASSIGNMENT FORM 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


                    FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

							
	     	
 whose address is    	 
	 
	 	.

	   
	  

	 
	 
	 
	   
	                                                                              	   	
Dated:  	                        
	,	        
	 
	 
	 	
Holder's Signature: 	 
	 
	 	
Holder's Address:  	       
	 
	 	 	 


 





		
	
Signature Guaranteed:  	                                                                                            



 






NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Warrant.










EXHIBIT 3 


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES
ACT.


COMMON STOCK PURCHASE WARRANT


To Purchase________________Shares
of Common Stock of 


Assured Pharmacy, Inc. 


THIS CERTIFIES that, for value received, _________________________(the "Holder"),
shall have the right to purchase from Assured Pharmacy, Inc., a Nevada corporation
(the "Corporation"), fully paid and nonassessable shares
of the Corporation's Common Stock (the "Common
Stock") at an exercise price of $0.80 US per share (the "Exercise
Price"), subject to further adjustment as set forth in Section 3 hereof, at any
time until 5:00 P.M., Pacific time, on the end of_______ __,200__which
is 24 months from the date of issuance (the "Termination Date").


               1.        Title
to Warrant. Prior to the Termination
Date and subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto properly
endorsed.


               2.          Authorization of Shares. The Company covenants that all shares of Common Stock
which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


               3.          Exercise of
Warrant. Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the closing of the offering, and before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at
the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof 












at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United
States bank, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder
hereof within twenty (20) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the
Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have been paid.


               4.          Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, and such certificates shall be issued in the name of
the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.


               5.          Closing of Books. The Company will not close its shareholder books or records
in any manner which prevents the timely exercise of this Warrant.


               6.          Transfer, Division and Combination. (a) Subject to compliance with any
applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of shares of Common Stock without having a new Warrant issued. 


                         (b)      This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 6(a), as to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.












                         (c)      The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 6.


                         (d)      The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. 


               7.          No Rights as Shareholder until Exercise. This Warrant does not entitle the
holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be
deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.


               8.           Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


               9.          Saturdays, Sundays, Holidays etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal
holiday.


               10.        Adjustments
of Exercise Price and Number of Warrant Shares.
(a)Stock Splits, etc. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
happening of  any of the following. In case the Company shall: (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater number of shares of Common Stock, (iii) combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital  stock in a reclassification of
the Common Stock, then the number of Warrant Shares purchasable upon exercise
of this Warrant immediately prior thereto shall be adjusted so that the holder
of this Warrant shall be entitled to receive the kind and  number of Warrant
Shares or other securities of the Company which he would have owned or have been
entitled to receive had such Warrant been exercised in advance thereof. Upon
each such adjustment of the kind and number of Warrant Shares or other securities
of the Company which are purchasable hereunder, the holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other securities
resulting from such adjustment at an Exercise Price per Warrant Share or other
security obtained by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior  to such adjustment and dividing by the number of Warrant Shares
or other securities of the Company resulting from such adjustment. An adjustment












made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.


                         (b)     
Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or
otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any
such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every
covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 10. For purposes of
this Section 10, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 10 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of assets.












               11.        Notice
of Adjustment. Whenever the number of Warrant
Shares or number or kind  of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this  Warrant notice of such adjustment or adjustments
setting forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or  property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such notice, in the absence
of manifest error, shall be conclusive evidence  of the correctness of such adjustment.


               12.        Notice
of Corporate Action. If at any time: 


                         (a)      the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or 


                         (b)      there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or
any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, 

                         (c)       there shall be a voluntary or involuntary
  dissolution, liquidation or winding up of the Company; 


then, in any one or more of such cases, the Company shall give to Holder (i) at least 3 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 3 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i)
the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 14(d).


               13.        Authorized
Shares. The Company covenants that during
the period the Warrant is  outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise












of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates
to  execute and issue the necessary certificates for the Warrant Shares upon
the exercise of the purchase rights under this Warrant. The Company will take
all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as  provided herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.


                         The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


                         Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the
obligations of the Company hereunder.


                         Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take
any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price.


                         Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


               14.        Miscellaneous. 


                         (a)     Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the
laws of Nevada without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to the terms set forth in the Purchase Agreement.












                         (b)     Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws. 


                         (c)     Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company fails to comply with any provision of this Warrant, the Company shall pay to
Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in
otherwise enforcing any of its rights, powers or remedies hereunder.


                         (d)     Notices. Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall be
delivered in accordance with the notice provisions of the Purchase Agreement.


                         (e)      Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and
no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


                         (f)      Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this
Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


                         (g)     Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


                         (h)      Indemnification. The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder in any manner relating to or arising out of any failure by the
Company to perform or observe in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees,
expenses or disbursements are found in a final non-appealable judgment by a court to have resulted from Holder's negligence, bad faith or willful misconduct in its capacity as a stockholder or warrant holder of the Company.












                         (i)     Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.



                         (j)     Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any  provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
 provisions or the remaining provisions of this Warrant.


                         (k)     Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.

                         
 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


Dated:________________ __, 200__ 


  		
	 	Assured Pharmacy, Inc. 
	 	 
	 	 
	By:	 
	 	Robert DelVecchio, Chief
          Executive Officer 

















NOTICE OF EXERCISE 

 


To: Assured Pharmacy, Inc. 

                      (1)       The undersigned hereby elects to
  purchase shares of Common Stock (the "Common Stock"), of Assured Pharmacy,
    Inc. pursuant to the terms of the attached Warrant, and tenders herewith
    payment of the exercise price in full, together with all applicable transfer
    taxes, if any. 

                       (2)       Please
    issue a certificate or certificates representing said shares of Common
  Stock in the name of the undersigned or in such other name as is specified
  below: 

 


  
  		
	  
	 
	
      (Name)  	 
	 	 
	  
	 
	
      (Address)  	 
	  
	 
	 	 
	  
	      
	
      Social Security or Tax Identification Number  






 Dated:_________________________  


  	
	  

	Signature 
	 
	  

	Print Name                                    




 











ASSIGNMENT FORM 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


               FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

							
	 	 whose address
        is 	 
	 
	 	.

	 
	  

	 
	 
	 
	 
	                                                                              	 	Dated: 	                        
	,	        
	 
	 
	 	Holder's Signature: 	 
	 
	 	Holder's Address: 	 
	 
	 	 	 


 





		
	Signature Guaranteed: 	                                                                                            



 


NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Warrant.