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.

AMOUNT							       $30,000
DEBENTURE NUMBER					       November-2007-101
ISSUANCE DATE			 			  November 27, 2007
MATURITY DATE						  November 27, 2009


	FOR VALUE RECEIVED, Terra Trema, Inc., a Nevada corporation (the
Company), hereby promises to pay LEADDOG CAPITAL, L.P.  (the ?Holder?) on
November 27, 2009, (the ?Maturity Date?), the principal amount of Thirty
Thousand Dollars ($30,000) 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.

Article 1   	Interest

	The Company shall pay interest on the unpaid principal amount of
this Debenture (the ?Debenture?) at the time of each conversion until the
principal amount hereof is paid in full or has been converted. The
Debentures shall pay four percent (4%) cumulative interest, in cash or
in shares of common stock, par value $.0001 per share, of the Company
(?Common Stock?), at the Company?s option, at the time of each conversion.
The closing shall be deemed to have occurred on the date the funds are
received by the Company (the ?Closing Date?).  If the interest is to be paid
in cash, the Company shall notify Investor on the date of conversion, and
make such payment on the next business day following the date of conversion.
If the interest is to be paid in Common Stock, said Common Stock shall be
delivered to the Holder, or per Holder?s instructions, within three (3)
business days of the date of conversion. The Debentures are subject to
automatic conversion at the end of two (2) years from the date of
issuance at which time this Debenture will be automatically convert based
upon the formula set forth in Section 3.2

Article 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
States dollars or in Common Stock upon conversion pursuant to Article 1
hereof.  The Company may draw a check for the payment of interest to the order
of the Holder of this Debenture and mail it to the Holder?s address as
shown on the Register (as defined in Section 8.2 below).  Interest and
principal payments shall be subject to withholding under applicable United
States Federal Internal Revenue Service Regulations.

Article 3 	Conversion

      Section 3.1 Conversion Privilege

            (a) 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, except
as set forth in Section 4.1(c) below.  The number of shares of Common
Stock issuable upon the conversion of this Debenture is determined pursuant
to Section 4.2 and rounding the result to the nearest whole share.

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

            (c) 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.

      Section 3.2 Conversion Procedure.

            (a) Conversion Procedures. The face amount of this Debenture
may be converted, in whole or in part, any time following 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 or
original 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 or original
of the signed Notice of Conversion, as long as the original Debenture(s)
to be converted are received by the Company within five (5) business days
thereafter.  At such time that the original 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 4:00 P.M. EST, shall be deemed to have been
received the previous business day.  Receipt being via a confirmation of time
of facsimile of the Holder.

            (b) Common Stock to be Issued.	Upon the conversion of any
Debentures and upon receipt by the Company or its attorney of a facsimile or
original 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.
The Company 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.

            (c) Conversion Rate.  Holder is entitled to convert the face
amount of this Debenture, plus accrued interest, anytime following the
Closing Date, at $.007142857 per share (?Fixed 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 or down, as
the case may be, to the nearest whole share.

            (d) 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.

            (e) 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.

            (f) Within three (3) 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 three (3) 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 three (3) 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.

            (g) 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 three (3) 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 original 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 time after the 5th day of the calendar
month following the month in which the Authorization Notice was received,
until the expiration of the mandatory four (4) 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.

            (h) If, by the third (3rd) 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.

            (i) 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.

            (j) 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.

            (k) 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.

            (l) 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 time the
conversion of all the Debentures 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
hall limit the obligation of the Company to make the payments set forth in
Section 3.2(g).  The investor, at their option, may request the company to
authorize and issue additional shares if the investor 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%.

      (n) The Company shall retain the right to suspend conversions, at their
sole option, for a period of five (5) trading days (?Conversion Suspension?).
The Company can only elect a Conversion Suspension two (2) times per annum.
The Company must send a Conversion Suspension via writing to the Holder, and
such Conversion Suspension will not take effect until the third (3rd)
business day following receipt from the Holder (?Conversion Suspension
Date?).  Prior to the Conversion Suspension Date, the Company must continue
to facilitate any prior Conversion Notices or any such Conversion Notices
that may be sent between the date deemed received by Holder and the Conversion
Suspension Date.

      Section 3.3 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 or down,
as the case may be, to the nearest whole share.

      Section 3.4 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.

      Section 3.5 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.

      Section 3.6 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.

      Section 3.7 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.

Article 4 	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.

Article 5    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.
Article 6 	Defaults and Remedies

      Section 6.1 Events of 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 States Code 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.

      Section 6.2 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.

      Section 6.3 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.

Article 7 	Registered Debentures

      Section 7.1 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.

      Section 7.2 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.

Article 8 	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:


      Attention:
	Telephone:
	Facsimile:


If to the Investor:

	At the address listed in the Questionnaire.

With a copy to:
	Joseph B. LaRocco, Esq.
	49 Locust Avenue, Suite 107
	New Canaan, CT 06840
	Telephone:  203-966-0566
	Facsimile:  203-966-0363

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

Article 9 	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.

Article 10 	No Assignment
	This Debenture shall be freely assignable.

Article 11 	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.

Article 12 	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 State of New York applicable to agreements that are
negotiated, executed, delivered and performed solely in the State of New York.

Article 13 	Litigation

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW

	a. 	All disputes arising under this agreement shall be governed by
and interpreted in accordance with the laws of the State of New York, without
regard to principles of conflict of laws.  The parties to this agreement will
submit all disputes arising under this agreement to arbitration in New York,
New York 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 New York.  No
party to this agreement will challenge the jurisdiction or venue provisions as
provided in this section.

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

					By:
                              Name:
                              Title: 	  CEO















                             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 TERRA TREMA, INC. (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)___________  LEADDOG CAPITAL LP _________________

Address_________________________________________


Phone__________________ Fax___________________





				By:_______________________________________