ex4_2.htm


    
      

    

    
      Exhibit
        4.2           
Debenture (Legacy
        Media)

       

      FORM
        OF
        DEBENTURE

      


      THE
        SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND
        SOLD IN
        RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
        SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND
        MAY NOT
        BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
        REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
        OR
        DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
        AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
        THE
        MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
        ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      


      
        	
                FACE
                  AMOUNT

              	
                $250,000

              	
                 

              
	
                PRICE

              	
                $250,000

              	
                 

              
	
                INTEREST
                  RATE

              	
                8%
                  per
                  annum

              	
                 

              
	
                NOTE
                  NUMBER

              	
                June-2007-101

              	
              
	
                ISSUANCE
                  DATE

              	
                June
                  29,
                  2007

              	
                 

              
	
                MATURITY
                  DATE

              	
                December
                  29,
                  2007

              	
                 

              


      

      


                 
        FOR VALUE RECEIVED, Proton Laboratories, Inc. a corporation (the “Company”),
        hereby promises to pay LEGACY MEDIA, LLC. (the “Holder”) on
        December 29, 2007, (the “Maturity Date”), the principal amount of Two Hundred
        Fifty Thousand Dollars ($250,000) U.S., and to pay interest on the principal
        amount hereof, in such amounts, at such times and on such terms and conditions
        as are specified herein.

      


                 
        Interest

      


                 
        The Company shall pay six
        months
        of interest on the Face Amount of this Debenture (the “Debenture”) on December
        29, 2007. The Debentures shall pay eight percent (8%) per annum, compounded
        daily. The closing shall be deemed to have occurred on the date the funds
        (less
        those amounts payable pursuant to the terms sheet) are received by the Company
        (the “Closing Date”). The Debentures are subject to automatic conversion at the
        end of five (5) years from the date of issuance at which time all Debentures
        outstanding will be automatically converted based upon the formula set forth
        in
        Section 3.2.

       

                 
        Method of Payment

      


       
        This Debenture must be surrendered
        to the Company in order for the Holder to receive payment of the principal
        amount hereof.  The Company shall have the option of paying the
        interest on this Debenture in United Statesdollars
        pursuant to Article 1
        hereof.  Interest
        and principal payments shall be
        subject to withholding under applicable United States Federal Internal Revenue
        Service Regulations.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                 
        Conversion

       

      Conversion
        Privilege

      


      The
        Holder of this Debenture shall have the right to convert it into shares of
        Common Stock at any time following the Closing Date and which is before the
        close of business on the Maturity Date. The number of shares of Common Stock
        issuable upon the conversion of this Debenture is determined pursuant to
        Section
        3.2 and rounding the result to the nearest whole share.

      


      This
        Debenture may not be converted,
        whether in whole or in part, except in accordance with Article
        3.

      


      In
        the event all or any portion of this
        Debenture remains outstanding on the Maturity Date, the unconverted portion of such Debenture
        will
        automatically be converted into shares of Common Stock on such date in the
        manner set forth in Section 3.2.

      


      Conversion
        Procedure. 

      


      Conversion
        Procedures. The face amount
        of this Debenture may be converted, in whole or in part, any timefollowing
        the Closing
        Date.  Such conversion shall be effectuated by surrendering to the
        Company, or its attorney, this Debenture to be converted together with a
        facsimile of the signed Notice of Conversion which evidences Holder’s intention
        to convert the Debenture indicated.  The date on which the
        Notice of Conversion is effective (“Conversion Date”) shall be deemed to be the
        date on which the Holder has delivered to the Company a facsimile of the
        signed
        Notice of Conversion, as long as the Debenture(s) to be converted are received
        by the Company within five (5) business days thereafter.  At such time
        that the Debenture has been submitted to the Company, the Holder can elect
        to
        whether a reissuance of the debenture is warranted, or whether the Company
        can
        retain the Debenture as to a continual conversion by
        Holder.  Notwithstanding the above, any Notice of Conversion received
        by 5:00 P.M. EST, shall be deemed to have been received the previous business
        day, with the receipt being
        via a confirmation of time of facsimile of the Holder.

      


      Common
        Stock to be
        Issued.  Upon the
conversion
        of any
        Debentures and upon receipt by the Company or its attorney of a facsimile
        of
        Holder’s signed Notice of Conversion the Company shall instruct its transfer
        agent to issue stock certificates without restrictive legend or stop transfer
        instructions, if at that time the Registration Statement has been declared
        effective (or with proper restrictive legend if the Registration Statement
        has
        not as yet been declared effective), in such denominations to be specified
        at
        conversion representing the number of shares of Common Stock issuable upon
        such
        conversion, as applicable.  TheCompany
        shall act as Registrar and shall
        maintain an appropriate ledger containing the necessary information with
        respect
        to each Debenture. The
        Company warrants that no
        instructions, other than these instructions, have been given or will be given
        to
        the transfer agent and that the Common Stock shall otherwise be freely resold,
        except as may be set forth herein.

      


      Conversion
        Rate. Holder is entitled to convert the face amount
        of this
        Debenture, plus accrued interest, anytime following the Closing Date, at
        the
        lesser of (i) 50% of the lowest closing bid price during the fifteen (15)
        days
        of full trading, defined as standard market hours from 9:30 AM to 4:00 PM
        EST,
        partial trading days will not be counted for calculation purposes only ("Trading
        Days") prior to the Conversion Date or (ii) 100% of the average of the five
        lowest closing bid prices for the thirty (30) Trading Days immediately following
        the first reverse split in the stock price. (“Fixed Conversion Price”), each
        being referred to as the “Conversion Price. No fractional shares or scrip
        representing fractions of shares will be issued on conversion, but the number
        of
        shares issuable shall be rounded up, as the case may be, to the nearest whole
        share.  The Holder shall retain all rights of conversions during any
        partial trading days.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Nothing
        contained in this Debenture
        shall be deemed to establish or require the payment of interest to the Holder
        at
        a rate in excess of the maximum rate permitted by governing law.  In
        the event that the rate of interest required to be paid exceeds the maximum
        rate
        permitted by governing law, the rate of interest required to be paid thereunder
        shall be automatically reduced to the maximum rate permitted under the governing
        law and such excess shall be returned with reasonable promptness by the Holder
        to the Company.

       

      It
        shall be the Company’s responsibility to
        take all necessary
        actions and to bear all such costs to issue the Common Stock as provided
        herein,
        including the responsibility and cost for delivery of an opinion letter to
        the
        transfer agent, if so required.  The person in whose name the
        certificate of Common Stock is to be registered shall be treated as a
        shareholder of record on and after the conversion date. Upon surrender of
        any
        Debentures that are to be converted in part, the Company shall issue to the
        Holder a new Debenture equal to the unconverted amount, if so requested in
        writing by Holder.

      


      Within  five
        (5) business days
        after receipt of the documentation referred to above in Section 3.2(a),
        the Company shall deliver a
        certificate, in accordance with Section 3.2(c)
        for the number of shares of Common
        Stock issuable upon the conversion.  In the event the Company does not
        make delivery of the Common Stock, as instructed by Holder, within three
        (3)
        business days after the Conversion Date, then in such event the Company shall
        pay to Holder one percent (1%) in cash, of the dollar value of the
        Debentures being converted, compounded daily,
        per each day after the third
        (3rd) business day following the Conversion Date that the Common Stock is
        not
        delivered to the Purchaser.

      


                            
        The Company acknowledges that
        its
        failure to deliver the Common Stock within  five  (5)
        business days after the Conversion Date will cause the Holder to suffer damages
        in an amount that will be difficult to ascertain.  Accordingly, the
        parties agree that it is appropriate to include in this Debenture a provision
        for liquidated damages.  The parties acknowledge and agree that the
        liquidated damages provision set forth in this section represents the parties’
good faith effort to quantify such damages and, as such, agree that the form
        and
        amount of such liquidated damages are reasonable and will not constitute
        a
        penalty.  The payment of liquidated damages shall not relieve the
        Company from its obligations to deliver the Common Stock pursuant to the
        terms
        of this Debenture.

      


                            
        To the extent that the failure
        of
        the Company to issue the Common Stock pursuant to this Section 3.2(f)
        is due to the unavailability of
        authorized but unissued shares of Common Stock, the provisions of this Section
        3.2(f)
        shall not apply but instead the
        provisions of Section 3.2(g)
        shall apply.

      


                            
        The Company shall make any
        payments incurred under this Section 3.2(f)
        in immediately available funds
        within five  (5) business days from the date the Common Stock is fully
        delivered.  Nothing herein shall limit a Holder’s right to pursue
        actual damages or cancel the conversion for the Company’s failure to issue and
        deliver Common Stock to the Holder within three (3) business days after the
        Conversion Date.

      


      The
        Company shall at all times reserve
        (or make alternative written arrangements for reservation or contribution
        of
        shares) and
        have available all Common Stock
        necessary to meet conversion of the Debentures by all Holders of the entire
        amount of Debentures then outstanding. If, at any time Holder submits a Notice of
        Conversion and the
        Company does not have sufficient authorized but unissued shares of Common
        Stock
        (or alternative shares of Common Stock as may be contributed by Stockholders)
        available to effect, in full, a conversion of the Debentures (a “Conversion
        Default”, the date of such default being referred to herein as the “Conversion
        Default Date”), the Company shall issue to the Holder all of the shares of
        Common Stock which are available, and the Notice of Conversion as to any
        Debentures requested to be converted but not converted (the “Unconverted
        Debentures”), may be deemed null and void upon written notice sent by the Holder
        to the Company.  The Company shall provide notice of
        such  Conversion Default (“Notice of Conversion Default”) to all
        existing Holders of outstanding Debentures, by facsimile, within
        five  (5) business day of such default  (with the original
        delivered by overnight or two day courier), and the Holder shall give notice
        to
        the Company by facsimile within five business days of receipt of the Notice
        of
        Conversion Default (with the original delivered by overnight or two day courier)
        of its election to either nullify or confirm the Notice of
        Conversion.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                 

       The
        Company agrees to pay to all Holders
        of outstanding Debentures payments for a Conversion Default (“Conversion Default
        Payments”) in the amount of (N/365) x (.24) x the initial issuance price of the
        outstanding and/or tendered but not converted Debentures held by each Holder
        where N = the number of days from the Conversion Default Date to the date
        (the
“Authorization Date”) that the Company authorizes a sufficient number of shares
        of Common Stock to effect conversion of all remaining Debentures.  The
        Company shall send notice (“Authorization Notice”) to each Holder of outstanding
        Debentures that additional shares of Common Stock have been authorized, the
        Authorization Date and the amount of Holder’s accrued Conversion Default
        Payments.  The accrued Conversion Default shall be paid in cash or
        shall be convertible into Common Stock at the Conversion Rate, upon written
        notice sent by the Holder to the Company, which Conversion Default shall
        be
        payable as follows:  (i) in the event Holder elects to take such
        payment in cash, cash payments shall be made to such Holder of outstanding
        Debentures by the fifth day of the following calendar month, or (ii) in the
        event Holder elects to take such payment in stock, the Holder may convert
        such
        payment amount into Common Stock  at  the conversion rate
        set forth in Section
        3.2(c) at any
        timeafter the 5th day of
        the calendar month
        following the month in which the Authorization Notice was received, until
        the
        expiration of the mandatory five (5) year conversion period.

       

                 
        The Company acknowledges that its failure to maintain a sufficient number
        of
        authorized but unissued shares of Common Stock to effect in full a conversion
        of
        the Debentures will cause the Holder to suffer damages in an amount that
        will be
        difficult to ascertain. Accordingly, the parties agree that it is appropriate
        to
        include in this Agreement a provision for liquidated damages. The parties
        acknowledge and agree that the liquidated damages provision set forth in
        this
        section represents the parties’ good faith effort to quantify such damages and,
        as such, agree that the form and amount of such liquidated damages are
        reasonable and will not constitute a penalty.  The payment of
        liquidated damages shall not relieve the Company from its obligations to
        deliver
        the Common Stock pursuant to the terms of this Debenture.  Nothing
        herein shall limit the Holder’s right to pursue actual damages for the Company’s
        failure to maintain a sufficient number of authorized shares of Common
        Stock.

       

      If,
        by the fifth  (5th)
        business day after the Conversion Date of any portion of the Debentures to
        be
        converted (the “Delivery Date”), the transfer agent fails for any reason to
        deliver the Common Stock upon conversion by the Holder and after such Delivery
        Date, the Holder purchases, in an open market transaction or otherwise, shares
        of Common Stock (the "Covering Shares") solely in order to make delivery
        in
        satisfaction of a sale of Common Stock by the Holder (the "Sold Shares"),
        which
        delivery such Holder
        anticipated to make using the Common Stock issuable upon conversion (a
        "Buy-In"), the Company shall pay to the Holder, in addition to any other
        amounts
        due to Holder pursuant to this Debenture, and not in lieu thereof, the Buy-In
        Adjustment Amount (as defined below).  The "Buy In Adjustment Amount"
        is the amount equal to the excess, if any, of (x) the Holder's total purchase
        price (including brokerage commissions, if any) for the Covering Shares over
        (y)
        the net proceeds (after brokerage commissions, if any) received by the Holder
        from the sale of the Sold Shares.  The Company shall pay the Buy-In
        Adjustment Amount to the Holder in immediately available funds within five
        (5)
        business days of written demand by the Holder.  By way of illustration
        and not in limitation of the foregoing, if the Holder purchases shares of
        Common
        Stock having a total purchase price (including brokerage commissions) of
        $11,000
        to cover a Buy-In with respect to shares of Common Stock it sold for net
        proceeds of $10,000, the Buy-In Adjustment Amount which the Company will
        be
        required to pay to the Holder will be $1,000.

      


      Prospectus
        and Other
Documents. The
        Company shall furnish to Holder such
        number of prospectuses and other documents incidental to the registration
        of the
        shares of Common Stock underlying the Debentures, including any amendment
        of or
        supplements thereto.

      


      Limitation
        on
        Issuance of Shares.If the
        Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
        issuance of the Debentures, the Company may be limited in the number of shares
        of Common Stock it may issue by virtue of (X) the number of authorized shares
        or
        (Y) the applicable rules and regulations of the principal securities market
        on
        which the Common Stock is listed or traded, including, but not necessarily
        limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
        applicable (collectively, the “Cap Regulations”).  Without limiting
        the other provisions thereof, (i) the Company will
        take all steps
        reasonably necessary to be in a position to issue shares of Common Stock
        on
        conversion of the Debentures without violating the Cap Regulations and (ii)
        if,
        despite taking such steps, the Company still cannot issue such shares of
        Common
        Stock without violating the Cap Regulations, the holder of a Debenture which
        cannot be converted as result of the Cap Regulations (each such Debenture,
        an
“Unconverted Debenture”) shall have the right to elect either of the following
        remedies:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                 
        (x)  if permitted by the
        Cap Regulations, require the Company to issue shares of Common Stock in
        accordance with such holder's Notice of Conversion at a conversion purchase
        price equal to the average of the closing bid price per share of Common Stock
        for any five (5) consecutive Trading Days (subject to certain equitable
        adjustments for certain events occurring during such period) during the sixty
        (60) Trading Days immediately preceding the Conversion Date;
        or

      


                 
        (y)  require the Company
        to redeem each Unconverted Debenture for an amount (the “Redemption Amount”),
        payable in cash, equal to the sum of (i) one hundred thirty-three percent
        (133%)
        of the principal of an Unconverted Debenture, plus (ii) any accrued but unpaid
        interest thereon through and including the date (the “Redemption Date”) on which
        the Redemption Amount is paid to the holder.

      


                 
        A holder of an Unconverted
        Debenture may elect one of the above remedies with respect to a portion of
        such
        Unconverted Debenture and the other remedy with respect to other portions
        of the
        Unconverted Debenture.  The Debentures shall contain provisions
        substantially consistent with the above terms, with such additional provisions
        as may be consented to by the Holder.  The provisions of this section
        are not intended to limit the scope of the provisions otherwise included
        in the
        Debentures.

      


      Limitation
        on Amount
        of Conversion and Ownership. Notwithstanding anything
        to the
        contrary in this Debenture,
        in no event shall the Holder be entitled to convert that amount of Debenture,
        and in no event shall the Company permit that amount of conversion, into
        that
        number of shares, which when added to the sum of the number of shares of
        Common
        Stock beneficially owned, (as such term is defined under Section 13(d) and
        Rule
        13d-3 of the Securities Exchange Act of 1934, as may be amended, (the “1934
        Act”)), by the Holder, would exceed 4.99% of the number of shares of Common
        Stock outstanding on the Conversion Date, as determined in accordance with
        Rule
        13d-1(j) of the 1934 Act. In the event that the number of shares of Common
        Stock
        outstanding as determined in accordance with Section 13(d) of the 1934 Act
        is
        different on any Conversion Date than it was on the Closing Date, then the
        number of shares of Common Stock outstanding on such Conversion Date shall
        govern for purposes of determining whether the Holder would be acquiring
        beneficial ownership of more than 4.99% of the number of shares of Common
        Stock
        outstanding on such Conversion Date.

      


      Legend.The
        Holder acknowledges that each
        certificate representing the Debentures, and the Common Stock unless registered
        pursuant to the Registration Rights Agreement, shall be stamped or otherwise
        imprinted with a legend substantially in the following form:

      


      THE
        SECURITIES EVIDENCED BY THIS
        CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
        OR
        OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE,
        RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE
        DISPOSITION OF SECURITIES), OR (iii) IF AN EXEMPTION FROM REGISTRATION UNDER
        SUCH ACT IS AVAILABLE.

       

      (m)
        Prior to conversion of all the
        Debentures, if at any
        timethe conversion of all
        the Debentures and exercise of all the Warrants outstanding would result
        in an
        insufficient number of authorized shares of Common Stock being available
        to
        cover all the conversions, then in such event, the Company will move to call
        and
        hold a shareholder’s meeting or have shareholder action with written consent of
        the proper number of shareholders within thirty (30) days of such event,
        or such
        greater period of time if statutorily required or reasonably necessary as
        regards standard brokerage house and/or SEC requirements and/or procedures,
        for
        the purpose of authorizing additional shares of Common Stock to facilitate
        the
        conversions.   In such an event management of the Company shall
        recommend to all shareholders to vote their shares in favor of increasing
        the
        authorized number of shares of Common Stock. Management of the Company shall
        vote all of its shares of Common Stock in favor of increasing the number
        of
        shares of authorized Common Stock.  Company represents and warrants
        that under no circumstances will it deny or prevent Holder’s right to convert
        the Debentures as permitted under the terms of this Subscription Agreement
        or
        the Registration Rights Agreement.  Nothing in this Section shall
        limit the obligation of the Company to make the payments set forth
        in Section
        3.2(g).  The
        Holder, at their option, may request the company to authorize and issue
        additional shares if the Holder feels it is necessary for conversions in
        the
        future In the event the
        Company’s shareholder’s meeting does not result in the necessary authorization,
        the Company shall redeem the outstanding Debentures for an amount equal to
        (x)
        the sum of the principal of the outstanding Debentures plus accrued interest
        thereon multiplied by (y) 133%.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Fractional
        Shares.  The
        Company shall not issue fractional shares of Common Stock, or scrip representing
        fractions of such shares, upon the conversion of this
        Debenture.  Instead, the Company shall round up, as the case may be,
        to the nearest whole share.

      


      Taxes
        on
        Conversion.  The
        Company shall pay any documentary, stamp or similar issue or transfer tax
        due on
        the issue of shares of Common Stock upon the conversion of this
        Debenture.  However, the Holder shall pay any such tax which is due
        because the shares are issued in a name other than its name.

      


      Company
        to Reserve
        Stock.  The Company shall reserve the number of shares of
        Common Stock required pursuant to and upon the terms set forth in the
        Subscription Agreement to permit the conversion of this Debenture. All shares of Common
        Stock
        which may be issued upon the conversion hereof shall upon issuance be validly
        issued,  fully paid and nonassessable and free from all taxes, liens
        and charges with respect to the issuance thereof.

      


      Restrictions
        on
Sale.  This
        Debenture has not been registered
        under the Securities Act of 1933, as amended, (the “Act”) and is being issued
        under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under
        the
        Act.  This Debenture and the Common Stock issuable upon the conversion
        thereof may only be
        sold pursuant to registration under
        or an exemption from the Act.

      


      Mergers,
        Etc.  If
        the Company merges or consolidates with another corporation or sells or
        transfers all or substantially all of its assets to another person and the
        holders of the Common Stock are entitled to receive stock, securities or
        property in respect of or in exchange for Common Stock, then as a condition
        of
        such merger, consolidation, sale or transfer, it may thereafter be converted
        on
        the terms and subject to the conditions set forth above into the kind and
        amount
        of stock, securities or property receivable upon such merger, consolidation,
        sale or transfer by a holder of the number of shares of Common Stock into
        which
        this Debenture might have been converted immediately before such merger,
        consolidation, sale or transfer, subject to adjustments which shall be as
        nearly
        equivalent as may be practicable to adjustments provided for in this Article
        3.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Mergers

      

       

                 
        The Company shall not consolidate or merge into, or transfer all or
        substantially all of its assets to, any person, unless such person assumes
        in
        writing the obligations of the Company under this Debenture and immediately
        after such transaction no Event of Default exists. Any reference herein to
        the
        Company shall refer to such surviving or transferee corporation and the
        obligations of the Company shall terminate upon such written
        assumption.

      


                 
        Reports

       

                 
        The Company will mail to the
        Holder hereof at its address as shown on the Register a copy of any annual,
        quarterly or current report that it files with the Securities and Exchange
        Commission promptly after the filing thereof and a copy of any annual, quarterly
        or other report or proxy statement that it gives to its shareholders generally
        at the time such report or statement is sent to
        shareholders.

       

                 
        Defaults and Remedies

       

      Eventsof
        Default.  An
“Event of Default” occurs if (a) the Company
        does not make the payment of the
        principal of this Debenture by conversion into Common Stock within ten (10)
        business days of the Maturity Date, upon redemption or otherwise, (b) the
        Company does not make a payment, other than a payment of principal, for a
        period
        of three (3) business days thereafter, (c) any of the Company’s representations
        or warranties contained in the Subscription Agreement or this Debenture were
        false when made or the Company fails to comply with any of its other agreements
        in the Subscription Agreement or this Debenture and such failure continues
        for
        the period and after the notice specified below, (d) the Company pursuant
        to or
        within the meaning of any Bankruptcy Law (as hereinafter
        defined):  (i) commences a voluntary case; (ii) consents to the entry
        of an order for relief against it in an involuntary case; (iii) consents
        to the
        appointment of a Custodian (as hereinafter defined) of it or for all or
        substantially all of its property or (iv) makes a general assignment for
        the
        benefit of its creditors or (v) a court of competent jurisdiction enters
        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 its property or (C) orders the
        liquidation of the Company, and the order or decree remains unstayed and
        in
        effect for sixty (60) calendar days, (e) the Company’s Common Stock is suspended
        or no longer listed on any recognized exchange including electronic
        over-the-counter bulletin board for in excess of five (5) consecutive Trading
        Days.  As used in
        this Section 7.1,the
        term “Bankruptcy Law” means Title 11
        of the United
        StatesCode or any similar
        federal or state law for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under
        any
        Bankruptcy Law.  A default under clause (c) above is not an Event of
        Default until the holders of at least 25% of the aggregate principal amount
        of
        the Debentures outstanding notify the Company of such default and the Company
        does not cure it within thirty (30) business days after the receipt of such
        notice, unless the Company commences to cure such default within such period,
        which must specify the default, demand that it be remedied and state that
        it is
        a “Notice of Default”.Prior
        to the expiration of the time for curing a default as set forth in the preceding
        sentence, the holders of a majority in aggregate principal amount of the
        Debentures at the time outstanding (exclusive of Debentures then owned by
        the
        Company or any subsidiary or affiliate) may, on behalf of the holders of
        all of
        the Debentures, waive any past Event of Default hereunder (or any past event
        which, with the lapse of time or notice and lapse of time designated in
        subsection (a), would constitute an Event of Default hereunder) and its
        consequences, except a default in the payment of the principal of or interest
        on
        any of the Debentures. In the case of any such waiver, such default or Event
        of
        Default shall be deemed to have been cured for every purpose of this Debenture
        and the Company and the holders of the Debentures shall be restored to their
        former positions and rights hereunder, respectively; but no such waiver shall
        extend to any subsequent or other default or impair any right consequent
        thereon.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Acceleration.  If
        an Event of Default occurs and is
        continuing, the Holder hereof by notice to the Company may declare
        the remaining
        principal amount of this Debenture, together with all accrued interest and
        any
        liquidated damages, to be due and payable.  Upon such declaration, the
        remaining principal amount shall be due and payable
        immediately.

      


      Seniority, No
        indebtedness of the Company is senior
        to this Debenture in right of payment, whether with respect to interest,
        damages
        or upon liquidation or dissolution or otherwise.

      


      Registered
        Debentures

      


      Record
        Ownership.  The
        Company, or its attorney, shall maintain a register of the holders of the
        Debentures (the “Register”) showing their names and addresses and the serial
        numbers and principal amounts of Debentures issued to them.  The
        Register may be maintained in electronic, magnetic or other computerized
        form.  The Company may treat the person named as the Holder of this
        Debenture in the Register as the sole owner of this
        Debenture.   The Holder of this Debenture is the person
        exclusively entitled to receive payments of interest on this Debenture, receive
        notifications with respect to this Debenture, convert it into Common Stock
        and
        otherwise exercise all of the rights and powers as the absolute owner
        hereof.

      


      Worn
        or Lost
        Debentures.  If
        this Debenture becomes worn, defaced or mutilated but is still substantially
        intact and recognizable, the Company or its agent may issue a new Debenture
        in
        lieu hereof upon its surrender.   Where the Holder of
        this Debenture
        claims that the Debenture has been lost, destroyed or wrongfully taken,
        the Company shall
        issue a new Debenture in place of the original Debenture if the Holder so
        requests by written notice to the Company actually received by the Company
        before it is notified that the Debenture has been acquired by a bona fide
        purchaser and the Holder has delivered to the Company an indemnity bond in
        such
        amount and issued by such surety as the Company deems satisfactory together
        with
        an affidavit of the Holder setting forth the facts concerning such loss,
        destruction or wrongful taking and such other information in such form with
        such
        proof or verification as the Company may request.

       

      Notice.

      


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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  If
                    to the
                    Company:

                
	 	
                  Proton
                    Laboratories,
                    Inc.

                
	 	
                  1135
                    Atlantic Avenue Suite 101

                
	 	
                  Alameda,
                    CA 94501

                
	 	
                   

                
	 	 
	
                  If
                    to the
                    Holder:

                
	 	
                  Aaron
                    Gravitz, President

                
	 	
                  Legacy
                    Media, LLC.

                
	 	
                  345
                    Chapala

                
	 	
                  Santa
                    Barbara, CA 93101

                


        

         

      

                 
        At the address listed in the
        Questionnaire.

      


                 
        Each party shall provide five
        (5)
        business days prior notice to the other party of any change in address, phone
        number or facsimile number.

      


                 
        Time

       

                 
        Where this Debenture authorizes or requires the payment of money or the
        performance of a condition or obligation on a Saturday or Sunday or a public
        holiday, or authorizes or requires the payment of money or the performance
        of a
        condition or obligation within, before or after a period of time computed
        from a
        certain date, and such period of time ends on a Saturday or a Sunday or a
        public
        holiday, such payment may be made or condition or obligation performed on
        the
        next succeeding business day, and if the period ends at a specified hour,
        such
        payment may be made or condition performed, at or before the same hour of
        such
        next succeeding business day, with the same force and effect as if made or
        performed in accordance with the terms of this Debenture. A “business day” shall
        mean a day on which the banks in New York are not required or allowed to
        be
        closed.

       

                 
        No Assignment

       

                 
        This Debenture shall not be
        assignable.

       

                 
        Rules of
        Construction.

       

                 
        In this Debenture, unless
        the
        context otherwise requires, words in the singular number include the plural,
        and
        in the plural include the singular, and words of the masculine gender include
        the feminine and the neuter, and when the sense so indicates, words of the
        neuter gender may refer to any gender.  The numbers and titles of
        sections contained in the Debenture are inserted for convenience of reference
        only, and they neither form a part of this Debenture nor are they to be used
        in
        the construction or interpretation hereof.  Wherever, in this
        Debenture, a determination of the Company is required or allowed, such
        determination shall be made by a majority of the Board of Directors of the
        Company and if it is made in good faith, it shall be conclusive and binding
        upon
        the Company and the Holder of this Debenture.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Governing
Law

      

       

                 
        The validity, terms, performance
        and enforcement of this Debenture shall be governed and construed by the
        provisions hereof and in accordance with the laws of the Commonwealthof
Californiaapplicable
        to agreements that are
        negotiated, executed, delivered and performed solely in the Commonwealthof
California.

       

                 
        Litigation

      
         

        DISPUTES
          SUBJECT TO
          ARBITRATION GOVERNED BY CALIFORNIA LAW

         

        All
          disputes arising under this agreement shall be governed by and interpreted
          in
          accordance with the laws of the State of California, without regard to
          principles of conflict of laws.  The parties to this agreement will
          submit all disputes arising under this agreement to arbitration in Santa
          Barbara, California before a single arbitrator of the American Arbitration
          Association (“AAA”).  The arbitrator shall be selected by application
          of the rules of the AAA, or by mutual agreement of the parties, except
          that such
          arbitrator shall be an attorney admitted to practice law in the State of
          California.  No party to this agreement will challenge the
          jurisdiction or venue provisions as provided in this section.

      

      


      Article
        14     Threshold Amount

      


      Once
        the Company has raised an amount in
        excess of $1,000,000 the Company will use the balance of any amount over
        the
        $1,000,000 to redeem the Holder in full for the Face Amount of the
        Debenture.

      


      IN
        WITNESS WHEREOF, the Company has duly
        executed this Debenture as of the date first written above.

       

                                                

      
        
          	
                  PROTON
                    LABORATORIES,
                    INC.

                
	 	 
	
                  By

                	/s/
                  Ed Alexander	 
	
                  Name:

                	
                  
                    Ed Alexander

                  

                
	
                  Title:

                	
                  Chief
                    Executive
                    Officer

                
	
                  Date:

                	 
	 	 
	 	 
	
                  LEGACY
                    MEDIA,
                    LLC.

                
	 	 
	
                  By:

                	
                  /s/
                    Aaron Gravitz

                	
                  
                     

                  

                
	
                  Name:

                	
                  Aaron
Gravitz

                
	
                  Title:

                	
                  President      

                
	
                  Date:

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

      


      NOTICE
        OF
        CONVERSION

      


      (To
        be Executed by
        the Registered Owner in order to Convert Debenture)

      


      The
        undersigned hereby irrevocably
        elects, as of ________________, to convert $________________ of its convertible
        debenture (the “Debenture”) into Common Stock of  _____________ , (the “Company”) according to
        the conditions set forth in the Debenture issued by the Company.

      


      
        	
                Date
                  of Conversion

              	 	 
	 	 	 
	 	 	 
	
                Applicable
                  Conversion Price

              	 	 
	 	 	 
	 	 	 
	
                Number
                  of Debentures Issuable upon this Conversion

              	 	 


      

      


      


      
        	
                Name(Print)

              	
                Legacy
                  Media, Inc.

              	 	 
	 	 	 	 
	
                Address

              	
                345
                  Chapala 

              	 	 
	 	Santa
                Barbara, CA 93101	 	 
	 	 	 	 
	
                Phone

              	
                805-964-9126

              	
                Fax

              	
                 805-456-0405

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:    

              	
                 

              	 	 
	
                 

              	
                Aaron
                  Gravitz

              	 	 


      

    

     

     

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