Exhibit 10.1  






NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 



Original Issue Date: __,
2008  



Original Conversion Price (subject to
adjustment herein): $0.30 



10% SERIES A
CONVERTIBLE DEBENTURE 
DUE DECEMBER 31, 2008 



        THIS
DEBENTURE is one of a series of duly authorized and issued 10% Series A Convertible
Debentures of Almadoro Minerals Corp., a Nevada corporation, having a principal place of
business at 9620 Williams Road, Richmond British Columbia Canada V7A 1H2 (the
“Company”), designated as its 10% Series A Convertible Debenture, due
December 31, 2008 (the “Debenture(s)”). 



        FOR
VALUE RECEIVED, the Company promises to pay to ________________________ or its registered
assigns (the “Holder”), or shall have paid pursuant to the terms
hereunder, the principal sum of $_______________ by _____, 2008 or such earlier date as
the Debentures are required or permitted to be repaid as provided hereunder (the
“Maturity Date”), and to pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture in accordance with the
provisions hereof. This Debenture is subject to the following additional provisions: 



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



	 	        “Alternate
Consideration” shall have the meaning set forth in Section 5(b).  







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







	 	        “Change
of Control Transaction” means the occurrence after the date hereof of any of (i)
an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by
contract or otherwise) of in excess of 33% of the voting securities of the Company, or
(ii) the Company merges into or consolidates with any other Person, or any Person merges
into or consolidates with the Company and, after giving effect to such transaction, the
stockholders of the Company immediately prior to such transaction own less than 33% of the
aggregate voting power of the Company or the successor entity of such transaction, or
(iii) the Company sells or transfers its assets, as an entirety or substantially as an
entirety, to another Person and the stockholders of the Company immediately prior to such
transaction own less than 33% of the aggregate voting power of the acquiring entity
immediately after the transaction, or (iv) the execution by the Company of an agreement to
which the Company is a party or by which it is bound, providing for any of the events set
forth above in (i) or (iii). 

















	 	        “Common
Stock” means the common stock, par value $0.001 per share, of the Company and
stock of any other class into which such shares may hereafter have been reclassified or
changed. 







	 	        “Conversion
Date” shall have the meaning set forth in Section 4(a).  







	 	        “Conversion
Price”shall have the meaning set forth in Section 4(b).  







	 	        “Conversion
Shares” means the shares of Common Stock issuable upon conversion of Debentures.  







	 	        “Debenture
Register” shall have the meaning set forth in Section 2(b).  







	 	        “Event
of Default” shall have the meaning set forth in Section 8. 







	 	        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.  







	 	        “Fundamental
Transaction” shall have the meaning set forth in Section 5(d).  







	 	        “Interest
Conversion Rate” means one share of Common Stock (as adjusted for splits,
recapitalizations and the like) for each $0.30 dollars in interest due.  







	 	        “Interest
Payment Date” shall have the meaning set forth in Section 2(a).  







	 	        “Late
Fees” shall have the meaning set forth in Section 2(c).  







	 	        “New
York Courts” shall have the meaning set forth in Section 9(d).  







	 	        “Notice
of Conversion” shall have the meaning set forth in Section 4(a).  







	 	        “Original
Issue Date” shall mean the date of the first issuance of the Debentures
regardless of the number of transfers of any Debenture 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.  







	 	        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.  







	 	        “Subscription
Agreement” means the subscription agreement to which the Company and each
original Holder is a party, with respect to the private placement which commenced on July
10, 2008.  







	 	        “Trading
Day” means a day on which the Common Stock is traded on a Trading Market.  







	 	        “Trading
Market” means the following markets or exchanges on which the Common Stock is
listed or quoted for trading on each date in question: the Nasdaq Over-the-Counter
Bulletin Board, the Nasdaq SmallCap Market, the American Stock Exchange, the New York
Stock Exchange or the Nasdaq National Market. 







	 	        “Transaction
Documents” shall mean this Debenture, the Subscription Agreement and any other
documents or agreements executed in connection with the transactions contemplated under
the Subscription Agreement. 







2 













Section 2.      Interest.  





    
     a)       Payment
of Interest in Cash or Kind. The Company shall pay interest to           the Holder
on the aggregate unconverted and then outstanding principal amount of           this
Debenture at the rate of 10% per annum, payable on the earlier of the
          Conversion Date or the Maturity Date with respect to the principal amount
          converted or maturing on such date, as applicable (each such date, an “Interest
Payment Date”), in cash or shares of Common Stock at           the Interest
Conversion Rate, or a combination thereof, at the Company’s           option.  



    
     b)       Interest
Calculations. Interest shall be calculated on the basis of a           365-day year
and shall accrue daily and be compounded quarterly commencing on           the Original
Issue Date, until payment in full of the principal sum, together           with all
accrued and unpaid interest and other amounts which may become due           hereunder,
has been made. Interest shall cease to accrue with respect to any           principal
amount converted, provided that the Company in fact delivers the           Conversion
Shares within the time period required by Section 4(d)(ii). Interest           hereunder
will be paid to the Person in whose name this Debenture is registered           on the
records of the Company regarding registration and transfers of Debentures           (the
“Debenture Register”). Except as otherwise provided           herein, if
at any time the Company pays interest partially in cash and partially           in shares
of Common Stock, then such payment shall be distributed ratably among           the
Holders based upon the principal amount of Debentures held by each Holder,
          unless otherwise agreed to in writing by all of the Holders.  



    
     c)       Late
Fee. All overdue accrued and unpaid interest to be paid hereunder           shall
entail a late fee at the rate of 12% per annum (or such lower maximum           amount of
interest permitted to be charged under applicable law) (“Late           Fees”)
which will accrue daily, from the date such interest is due           hereunder through
and including the date of payment.  



    
     d)       Prepayment.
Except as otherwise set forth in this Debenture, the Company           may prepay any
portion of the principal amount of this Debenture at any time           without the prior
written consent of the Holder.  



Section 3.     Registration
of Transfers and Exchanges.  




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



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



    
     c)       Reliance
on Debenture Register. Prior to due presentment to the Company           for transfer
of this Debenture, the Company and any agent of the Company may           treat the
Person in whose name this Debenture is duly registered on the           Debenture
Register as the owner hereof for the purpose of receiving payment as           herein
provided and for all other purposes, whether or not this Debenture is           overdue,
and neither the Company nor any such agent shall be affected by notice           to the
contrary.  



3 













Section 4.      Conversion.  



    
     a)        Voluntary
Conversion. At any time after the Original Issue Date until                     this
Debenture is no longer outstanding, this Debenture shall be convertible
                    into shares of Common Stock, at the option of the Holder, in whole or
in part at                     any time and from time to time. The Holder shall effect
conversions by                     delivering to the Company the form of Notice of
Conversion attached hereto as Annex A (a “Notice of Conversion”),
specifying therein                     the principal amount of Debentures to be converted
and the date on which such                     conversion is to be effected (a “Conversion
Date”). If no                     Conversion Date is specified in a Notice of
Conversion, the Conversion Date                     shall be the date that such Notice of
Conversion is provided hereunder. However,                     the Conversion Date shall
not be a date that is earlier than the date of receipt                     of the Notice
of Conversion by the Company. To effect conversions hereunder, the
                    Holder shall not be required to physically surrender Debentures to
the Company                     unless the entire principal amount of this Debenture plus
all accrued and unpaid                     interest thereon has been so converted.
Conversions hereunder shall have the                     effect of lowering the
outstanding principal amount of this Debenture in an                     amount equal to
the applicable conversion. The Holder and the Company shall                     maintain
records showing the principal and/or accrued interest amounts converted
                    and the date of such conversions. The Company shall deliver any
objection to any                     Notice of Conversion within 1 Business Day of
receipt of such notice. In the                     event of any dispute or discrepancy,
the records of the Company shall be                     controlling and determinative in
the absence of manifest error. The Holder and                     any assignee, by
acceptance of this Debenture, acknowledge and agree that, by                     reason
of the provisions of this paragraph, following conversion of a portion of
                    this Debenture, the unpaid and unconverted principal amount of this
Debenture                     may be less than the amount stated on the face hereof.  



    
     b)        Conversion
Price. The conversion price in effect on any Conversion Date
                    shall be equal to $0.30 (subject to adjustment herein)(the “Conversion
                    Price”).  



    
     c)        Intentionally
omitted.  



    
     d)        Mechanics
of Conversion 



		    i.        Conversion
Shares Issuable Upon Conversion. The number of shares of                     Common
Stock issuable upon a conversion hereunder shall be determined by the
                    quotient obtained by dividing (x) the outstanding principal amount of
this                     Debenture to be converted by (y) the Conversion Price.  







		    ii.        Delivery
of Certificate Upon Conversion. Not later than five (5) Trading
                    Days after any Conversion Date (the “Share Delivery Date”),
the                     Company will deliver to the Holder (A) a certificate or
certificates                     representing the Conversion Shares representing the
number of shares of Common                     Stock being acquired upon the conversion
of Debentures (including, if so elected                     by the Company, shares of
Common Stock representing payment of accrued interest)                     and (B) a
check in the amount of accrued and unpaid interest (if the Company has
                    elected to pay accrued interest in cash).  








		    iii.        Reservation
of Shares Issuable Upon Conversion. The Company covenants                     that it
will at all times reserve and keep available out of its authorized and
                    unissued shares of Common Stock solely for the purpose of issuance
upon                     conversion of the Debentures and payment of interest on the
Debenture, each as                     herein provided, free from preemptive rights or
any other actual contingent                     purchase rights of persons other than the
Holders, not less than such number of                     shares of the Common Stock as
shall (subject to any additional requirements of                     the Company as to
reservation of such shares set forth in the Subscription                     Agreement)
be issuable (taking into account the adjustments and restrictions of
                    Section 5) upon the conversion of the outstanding principal amount of
the                     Debentures and payment of interest hereunder. The Company
covenants that all                     shares of Common Stock that shall be so issuable
shall, upon issue, be duly and                     validly authorized, issued and fully
paid and nonassessable.  







		    iv.        Fractional
Shares. Upon a conversion hereunder, in the event the                     conversion
yields a fractional share, the Holder shall be entitled to receive,
                    in lieu of the final fraction of a share, one whole share of Common
Stock.  







		    v.        Transfer
Taxes. The issuance of certificates for shares of the Common
                    Stock on conversion of the Debentures shall be made without charge to
the                     Holders thereof for any documentary stamp or similar taxes that
may be payable                     in respect of the issue or delivery of such
certificate, provided that the                     Company shall not be required to pay
any tax that may be payable in respect of                     any transfer involved in
the issuance and delivery of any such certificate upon                     conversion in
a name other than that of the Holder of such Debentures so                     converted
and the Company shall not be required to issue or deliver such
                    certificates unless or until the person or persons requesting the
issuance                     thereof shall have paid to the Company the amount of such
tax or shall have                     established to the satisfaction of the Company that
such tax has been paid.  







4 













Section 5.     
Certain Adjustments.  



    
     a)       Stock
Dividends and Stock Splits. If the Company, at any time while the
          Debentures are outstanding: (A) shall pay a stock dividend or otherwise make a
          distribution or distributions on shares of its Common Stock or any other equity
          or equity equivalent securities payable in shares of Common Stock, (B)
subdivide           outstanding shares of Common Stock into a larger number of shares,
(C) combine           (including by way of reverse stock split) outstanding shares of
Common Stock           into a smaller number of shares, or (D) issue by reclassification
of shares of           the Common Stock any shares of capital stock of the Company, then
the Conversion           Price shall be multiplied by a fraction of which the numerator
shall be the           number of shares of Common Stock (excluding treasury shares, if
any) outstanding           before such event and of which the denominator shall be the
number of shares of           Common Stock outstanding after such event. Any adjustment
made pursuant to this           Section shall become effective immediately after the
record date for the           determination of stockholders entitled to receive such
dividend or distribution           and shall become effective immediately after the
effective date in the case of a           subdivision, combination or re-classification.  



    
     b)       Fundamental
Transaction. If, at any time while this Debenture is           outstanding, (A) the
Company effects any merger or consolidation of the Company           with or into another
Person, (B) the Company effects any sale of all or           substantially all of its
assets in one or a series of related transactions, (C)           any tender offer or
exchange offer (whether by the Company or another Person) is           completed pursuant
to which holders of Common Stock are permitted to tender or           exchange their
shares for other securities, cash or property, or (D) the Company           effects any
reclassification of the Common Stock or any compulsory share           exchange pursuant
to which the Common Stock is effectively converted into or           exchanged for other
securities, cash or property (in any such case, a           “Fundamental
Transaction”), then upon any subsequent conversion           of this Debenture,
the Holder shall have the right to receive, for each           Conversion Share that
would have been issuable upon such conversion absent such           Fundamental
Transaction, the same kind and amount of securities, cash or           property as it
would have been entitled to receive upon the occurrence of such           Fundamental
Transaction if it had been, immediately prior to such Fundamental           Transaction,
the holder of one share of Common Stock (the “Alternate  Consideration”).
For purposes of any such conversion, the           determination of the Conversion Price
shall be appropriately adjusted to apply           to such Alternate Consideration based
on the amount of Alternate Consideration           issuable in respect of one share of
Common Stock in such Fundamental           Transaction, and the Company shall apportion
the Conversion Price among the           Alternate Consideration in a reasonable manner
reflecting the relative value of           any different components of the Alternate
Consideration. If holders of Common           Stock are given any choice as to the
securities, cash or property to be received           in a Fundamental Transaction, then
the Holder shall be given the same choice as           to the Alternate Consideration it
receives upon any conversion of this Debenture           following such Fundamental
Transaction. To the extent necessary to effectuate           the foregoing provisions,
any successor to the Company or surviving entity in           such Fundamental
Transaction shall issue to the Holder a new debenture           consistent with the
foregoing provisions and evidencing the Holder’s right           to convert such
debenture into Alternate Consideration. The terms of any           agreement pursuant to
which a Fundamental Transaction is effected shall include           terms requiring any
such successor or surviving entity to comply with the           provisions of this
paragraph (c) and insuring that this Debenture (or any such           replacement
security) will be similarly adjusted upon any subsequent transaction           analogous
to a Fundamental Transaction.  



    
     c)       Calculations.
All calculations under this Section 5 shall be made to the           nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes           of this Section 5,
the number of shares of Common Stock deemed to be issued and           outstanding as of
a given date shall be the sum of the number of shares of           Common Stock
(excluding treasury shares, if any) issued and outstanding.  



    
     d)       Not
applicable. 



5 













    
     e)        Notice
to Holders.  



		    i.        Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted
                    pursuant to any of this Section 5, the Company shall promptly mail to
each                     Holder a notice setting forth the Conversion Price after such
adjustment and                     setting forth a brief statement of the facts requiring
such adjustment.  







		    ii.        Notice
to Allow Conversion by Holder. If (A) the Company shall declare a
                    dividend (or any other distribution) on the Common Stock; (B) the
Company shall                     declare a special nonrecurring cash dividend on or a
redemption of the Common                     Stock; (C) the Company shall authorize the
granting to all holders of the Common                     Stock rights or warrants to
subscribe for or purchase any shares of capital                     stock of any class or
of any rights; (D) the approval of any stockholders of the                     Company
shall be required in connection with any reclassification of the Common
                    Stock, any consolidation or merger to which the Company is a party,
any sale or                     transfer of all or substantially all of the assets of the
Company, of any                     compulsory share exchange whereby the Common Stock is
converted into other                     securities, cash or property; (E) the Company
shall authorize the voluntary or                     involuntary dissolution, liquidation
or winding up of the affairs of the                     Company; then, in each case, the
Company shall cause to be filed at each office                     or agency maintained
for the purpose of conversion of the Debentures, and shall                     cause to
be mailed to the Holders at their last addresses as they shall appear
                    upon the stock books of the Company, at least 20 calendar days prior
to the                     applicable record or effective date hereinafter specified, a
notice stating (x)                     the date on which a record is to be taken for the
purpose of such dividend,                     distribution, redemption, rights or
warrants, or if a record is not to be taken,                     the date as of which the
holders of the Common Stock of record to be entitled to                     such
dividend, distributions, redemption, rights or warrants are to be
                    determined or (y) the date on which such reclassification,
consolidation,                     merger, sale, transfer or share exchange is expected
to become effective or                     close, and the date as of which it is expected
that holders of the Common Stock                     of record shall be entitled to
exchange their shares of the Common Stock for                     securities, cash or
other property deliverable upon such reclassification,                     consolidation,
merger, sale, transfer or share exchange; provided, that                     the
failure to mail such notice or any defect therein or in the mailing thereof
                    shall not affect the validity of the corporate action required to be
specified                     in such notice. Holders are entitled to convert Debentures
during the 20-day                     period commencing the date of such notice to the
effective date of the event                     triggering such notice.  







Section 6.
      Voting Rights.
Holder shall have no voting rights.  



Section 7.
     Events of Default.  



    
     a)        “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):  



		    i.        any
default in the payment of (A) the principal amount of any Debenture, or (B)
                    interest (including Late Fees) on, or liquidated damages in respect
of, any                     Debenture, in each case free of any claim of subordination,
as and when the same                     shall become due and payable (whether on a
Conversion Date or the Maturity Date                     or by acceleration or otherwise)
which default, solely in the case of an                     interest payment or other
default under clause (B) above, is not cured, within 3                     Trading Days;  








		    ii.        the
Company shall fail to observe or perform any other covenant or agreement
                    contained in this Debenture (other than a breach by the Company of
its                     obligations to deliver shares of Common Stock to the Holder upon
conversion                     which breach is addressed in clause (xii) below) which
failure is not cured, if                     possible to cure, within the earlier to
occur of (A) 5 Trading Days after notice                     of such default sent by the
Holder or by any other Holder and (B)10 Trading Days                     after the
Company shall become aware of such failure;  







6 













		    iii.        a
default or event of default (subject to any grace or cure period provided for
                    in the applicable agreement, document or instrument) shall occur
under (A) any                     of the Transaction Documents other than the Debentures,
or (B) any other                     material agreement, lease, document or instrument to
which the Company is bound,                     except where such event of default will
not have a material adverse effect upon                     the Company;  







		    iv.        any
representation or warranty made herein, in any other Transaction Documents,
                    in any written statement pursuant hereto or thereto, or in any other
report,                     financial statement or certificate made or delivered to the
Holder or any other                     holder of Debentures shall be untrue or incorrect
in any material respect as of                     the date when made or deemed made,
except where such event of default will not                     have a material adverse
effect upon the Company;  







		    v.        (i)
the Company shall commence, or there shall be commenced against the Company,
                    a case under any applicable bankruptcy or insolvency laws as now or
hereafter in                     effect or any successor thereto, or the Company
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 Company thereof or (ii) there                     is
commenced against the Company thereof any such bankruptcy, insolvency or
                    other proceeding which remains undismissed for a period of 60 days;
or (iii) the                     Company thereof is adjudicated by a court of competent
jurisdiction insolvent or                     bankrupt; or any order of relief or other
order approving any such case or                     proceeding is entered; or (iv) the
Company thereof suffers any appointment of                     any custodian or the like
for it or any substantial part of its property which                     continues
undischarged or unstayed for a period of 60 days; or (v) the Company
                    thereof makes a general assignment for the benefit of creditors; or
(vi) the                     Company shall fail to pay, or shall state in writing that it
is unable to pay,                     or shall be unable to pay, its debts generally as
they become due; or (vii) the                     Company thereof shall call a meeting of
its creditors with a view to arranging a                     composition, adjustment or
restructuring of its debts; or (viii) the Company                     thereof shall by
any act or failure to act expressly indicate its consent to,                     approval
of or acquiescence in any of the foregoing; or (ix) any corporate or
                    other action is taken by the Company thereof for the purpose of
effecting any of                     the foregoing;  







		    vi.        the
Company shall default in any of its obligations under any mortgage, credit
                    agreement or other facility, indenture agreement, factoring agreement
or other                     instrument under which there may be issued, or by which
there may be secured or                     evidenced any indebtedness for borrowed money
or money due under any long term                     leasing or factoring arrangement of
the Company in an amount exceeding $300,000,                     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;  







		    vii.        the
Common Stock shall not be eligible for quotation on or quoted for trading on
                    a Trading Market and shall not again be eligible for and quoted or
listed for                     trading thereon within five Trading Days;  







		    viii.        the
Company shall be a party to any Change of Control Transaction or Fundamental
                    Transaction, shall agree to sell or dispose of all or in excess of
33% of its                     assets in one or more transactions (whether or not such
sale would constitute a                     Change of Control Transaction) or shall
redeem or repurchase more than a de                     minimis number of its outstanding
shares of Common Stock or other equity                     securities of the Company
(other than redemptions of Conversion Shares and                     repurchases of
shares of Common Stock or other equity securities of departing
                    officers and directors of the Company; provided such repurchases
shall not                     exceed $100,000, in the aggregate, for all officers and
directors during the                     term of this Debenture);  







7 













		    ix.       the
Company shall fail for any reason to deliver certificates to a Holder prior           to
the fifth Trading Day after a Conversion Date pursuant to and in accordance
          with Section 4(d) or the Company shall provide notice to the Holder, including
          by way of public announcement, at any time, of its intention not to comply with
          requests for conversions of any Debentures in accordance with the terms hereof;  







    
     b)       Remedies
Upon Event of Default. If any Event of Default occurs, the full           principal
amount of this Debenture, together with interest and other amounts           owing in
respect thereof, to the date of acceleration shall become, at the           Holder’s
written election, immediately due and payable in cash. Commencing           5 days after
the occurrence of any Event of Default that results in the eventual
          acceleration of this Debenture, the interest rate on this Debenture shall
accrue           at the rate of 18% per annum, or such lower maximum amount of interest
permitted           to be charged under applicable law. The Holder need not provide and
the Company           hereby waives any presentment, demand, protest or other notice of
any kind, and           the Holder may immediately and without expiration of any grace
period enforce           any and all of its rights and remedies hereunder and all other
remedies           available to it under applicable law. Such declaration may be
rescinded and           annulled by Holder at any time prior to payment hereunder and the
Holder shall           have all rights as a Debenture holder until such time, if any, as
the full           payment under this Section shall have been received by it. No such
rescission or           annulment shall affect any subsequent Event of Default or impair
any right           consequent thereon.  



Section 9.      Miscellaneous.  



    
     a)       Notices.
Any and all notices or other communications or deliveries to be           provided by the
Holders hereunder, including, without limitation, any Notice of           Conversion,
shall be in writing and delivered personally, by facsimile, sent by           a
nationally recognized overnight courier service, addressed to the Company, at
          the address set forth above, facsimile number _______, Attn:Michael
          Stemplewith a copy to 303-296-8880, Attn: Henry F. Schlueter, Esq. or
          such other address or facsimile number as the Company may specify for such
          purposes by notice to the Holders delivered in accordance with this Section.
Any           and all notices or other communications or deliveries to be provided by the
          Company hereunder shall be in writing and delivered personally, by facsimile,
          sent by a nationally recognized overnight courier service addressed to each
          Holder at the facsimile telephone number or address of such Holder appearing on
          the books of the Company, or if no such facsimile telephone number or address
          appears, at the principal place of business of the Holder. Any notice or other
          communication or deliveries hereunder shall be deemed given and effective on
the           earliest of (i) the date of transmission, if such notice or communication
is           delivered via facsimile at the facsimile telephone number specified in this
          Section prior to 5:30 p.m. (Denver, Colorado time), (ii) the date after the
date           of transmission, if such notice or communication is delivered via
facsimile at           the facsimile telephone number specified in this Section later
than 5:30 p.m.           (Denver, Colorado time) on any date and earlier than 11:59 p.m.
(Denver,           Colorado time) on such date, (iii) the second Business Day following
the date of           mailing, if sent by nationally recognized overnight courier
service, or (iv)           upon actual receipt by the party to whom such notice is
required to be given.  



    
     b)       Absolute
Obligation. Except as expressly provided herein, no provision of           this
Debenture shall alter or impair the obligation of the Company, which is
          absolute and unconditional, to pay the principal of and interest on this
          Debenture at the time, place, and rate, and in the coin or currency, herein
          prescribed. This Debenture is a direct debt obligation of the Company. This
          Debenture ranks paripassu with all other Debentures now or
          hereafter issued under the terms set forth herein.  



    
     c)       Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost,           stolen
or destroyed, the Company shall execute and deliver, in exchange and
          substitution for and upon cancellation of a mutilated Debenture, or in lieu of
          or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
          for the principal amount of this Debenture so mutilated, lost, stolen or
          destroyed (unless the Holder had previously effected a conversion of such
          Debenture) 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 Company.  



8 













    
     d)       Governing
Law. All questions concerning the construction, validity,           enforcement and
interpretation of this Debenture shall be governed by and           construed and
enforced in accordance with the internal laws of the State of           Nevada, without
regard to the principles of conflicts of law thereof. Each party           agrees that
all legal proceedings concerning the interpretations, enforcement           and defense
of the transactions contemplated by any of the Transaction Documents           (whether
brought against a party hereto or its respective affiliates, directors,
          officers, shareholders, employees or agents) shall be commenced in the state
and           federal courts sitting in Denver, Colorado (the “Courts”).
Each           party hereto hereby irrevocably submits to the exclusive jurisdiction of
the           Courts for the adjudication of any dispute hereunder or in connection
herewith           or with any transaction contemplated hereby or discussed herein
(including with           respect to the enforcement of any of the Transaction
Documents), and hereby           irrevocably waives, and agrees not to assert in any
suit, action or proceeding,           any claim that it is not personally subject to the
jurisdiction of any such           court, or such Courts are improper or inconvenient
venue for such proceeding.           Each party hereby irrevocably waives personal
service of process and consents to           process being served in any such suit,
action or proceeding by mailing a copy           thereof via registered or certified mail
or overnight delivery (with evidence of           delivery) to such party at the address
in effect for notices to it under this           Debenture and agrees that such service
shall constitute good and sufficient           service of process and notice thereof.
Nothing contained herein shall be deemed           to limit in any way any right to serve
process in any manner permitted by law.           Each party hereto hereby irrevocably
waives, to the fullest extent permitted by           applicable law, any and all right to
trial by jury in any legal proceeding           arising out of or relating to this
Debenture or the transactions contemplated           hereby. If either party shall
commence an action or proceeding to enforce any           provisions of this Debenture,
then the prevailing party in such action or           proceeding shall be reimbursed by
the other party for its attorneys fees and           other costs and expenses incurred
with the investigation, preparation and           prosecution of such action or
proceeding.  



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



    
     f)       Severability.
If any provision of this Debenture is invalid, illegal or           unenforceable, the
balance of this Debenture shall remain in effect, and if any           provision is
inapplicable to any person or circumstance, it shall nevertheless           remain
applicable to all other persons and circumstances. If it shall be found           that
any interest or other amount deemed interest due hereunder violates           applicable
laws governing usury, the applicable rate of interest due hereunder           shall
automatically be lowered to equal the maximum permitted rate of interest.           The
Company covenants (to the extent that it may lawfully do so) that it shall           not
at any time insist upon, plead, or in any manner whatsoever claim or take           the
benefit or advantage of, any stay, extension or usury law or other law which
          would prohibit or forgive the Company from paying all or any portion of the
          principal of or interest on this Debenture as contemplated herein, wherever
          enacted, now or at any time hereafter in force, or which may affect the
          covenants or the performance of this indenture, and the Company (to the extent
          it may lawfully do so) hereby expressly waives all benefits or advantage of any
          such law, and covenants that it will not, by resort to any such law, hinder,
          delay or 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.  



    
     g)       Next
Business Day. Whenever any payment or other obligation hereunder           shall be
due on a day other than a Business Day, such payment shall be made on           the next
succeeding Business Day.  



9 













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










     **************** 




















10 













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



		
		ALMADORO MINERALS CORP. 




Michael Stemple,
President 





















11 












ANNEX A 



NOTICE OF CONVERSION 



        The
undersigned hereby elects to convert principal under the 10% Series A Convertible
Debenture of Almadoro Minerals Corp., a Nevada corporation (the
“Company”), due on December 31, 2008, into shares of common stock, par
value $0.001 per share (the “Common Stock”), of the Company according to
the conditions hereof, as of the 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 is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be charged to the
holder for any conversion, except for such transfer taxes, if any. 




Conversion calculations: 




	 	
Date
to Effect Conversion:






	 	
Principal
Amount of Debentures to be Converted:






	 	
Payment
of Interest in Common Stock __ yes  __ no

        
                                                     If yes,  $_____ of  Interest
 Accrued  on  Account of                                                      Conversion
at Issue.






	 	
Number
of shares of Common Stock to be issued:







	 	
Signature:






	 	
Name:






	 	
Address:


























12 














Schedule 1 



CONVERSION SCHEDULE 



The 10% Series A Convertible
Debenture due on December 31, 2008 in the aggregate principal amount of $____________
issued by Almadoro Minerals Corp. This Conversion Schedule reflects conversions made under
Section 4 of the above referenced Debenture. 



	 	
Dated:
















	Date of Conversion

(or for first entry, Original

Issue Date)
	Amount of Conversion
	Aggregate Principal

Amount Remaining

Subsequent to

Conversion

(or original

Principal Amount)
	Company Attest

	 	 	 	 	 	 	 	 	 	 	 	 
	

	  	 	 	 	 	 	 	 	 	 	 	 
	

	  	 	 	 	 	 	 	 	 	 	 	 
	

	  	 	 	 	 	 	 	 	 	 	 	 
	

	  	 	 	 	 	 	 	 	 	 	 	 
	

	  	 	 	 	 	 	 	 	 	 	 	 
	























13