Unassociated Document


     


    Exhibit
      4.1

    


    THIS
      DEBENTURE HAS NOT 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. THIS DEBENTURE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN SECURED BY THIS DEBENTURE.

    


    
      	
              Original
                Issue Date: October 9, 2008

            	
              $400,000

            


    

    


    ENABLE
      HOLDINGS, INC.

    18%
      UNSECURED DEBENTURE

    DUE
      JANUARY 9, 2009

    


    THIS
      DEBENTURE is one of a series of duly authorized and validly issued 18% Unsecured
      Debentures of Enable Holdings, Inc., a Delaware corporation (the “Company”),
      having its principal place of business at 8725 W. Higgins Road, Suite 900,
      Chicago, Illinois 60631, designated as its 18% Unsecured Debenture due January
      9, 2009 (this debenture, the “Debenture”
and,
      collectively with the other debentures of such series, the “Debentures”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to Dawn Geras or his registered assigns
      (the “Holder”),
      or
      shall have paid pursuant to the terms hereunder, the principal sum of $400,000
      on January 9, 2009 (the “Maturity
      Date”)
      or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder, 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,
      (a) capitalized terms not otherwise defined herein shall have the meanings
      set
      forth in the Purchase Agreement and (b) the following terms shall have the
      following meanings:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Bankruptcy
      Event”
means
      any of the following events: (a) the Company or any Significant Subsidiary
      (as
      such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a
      case
      or other proceeding under any bankruptcy, reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction relating to the Company or any Significant
      Subsidiary thereof; (b) there is commenced against the Company or any
      Significant Subsidiary thereof any such case or proceeding that is not dismissed
      within 60 days after commencement; (c) the Company or any Significant Subsidiary
      thereof is adjudicated insolvent or bankrupt or any order of relief or other
      order approving any such case or proceeding is entered; (d) the Company or
      any
      Significant Subsidiary thereof suffers any appointment of any custodian or
      the
      like for it or any substantial part of its property that is not discharged
      or
      stayed within 60 calendar days after such appointment; (e) the Company or any
      Significant Subsidiary thereof makes a general assignment for the benefit of
      creditors; (f) the Company or any Significant Subsidiary thereof calls a meeting
      of its creditors with a view to arranging a composition, adjustment or
      restructuring of its debts; or (g) the Company or any Significant Subsidiary
      thereof, by any act or failure to act, expressly indicates its consent to,
      approval of or acquiescence in any of the foregoing or takes any corporate
      or
      other action for the purpose of effecting any of the foregoing.

    


    “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 45% of the voting securities of the
      Company (other than by means of conversion or exercise of the Debentures and
      the
      Securities issued together with the Debentures), 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 55% of the
      aggregate voting power of the Company or the successor entity of such
      transaction, or (iii) the Company sells or transfers all or substantially all
      of
      its assets to another Person and the stockholders of the Company immediately
      prior to such transaction own less than 55% of the aggregate voting power of
      the
      acquiring entity immediately after the transaction, or (iv) a replacement at
      one
      time or within a three year period of more than one-half of the members of
      the
      Company’s board of directors which is not approved by a majority of those
      individuals who are members of the board of directors on the date hereof (or
      by
      those individuals who are serving as members of the board of directors on any
      date whose nomination to the board of directors was approved by a majority
      of
      the members of the board of directors who are members on the date hereof),
      or
      (v) 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 in clauses
      (i) through (iv) above.

    


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

    


    “Event
      of Default”
shall
      have the meaning set forth in Section 5.

     

    “Interest
      Conversion Rate”
means
      the average of the VWAPs of the Common Stock on the Trading Market for the
      20
      consecutive Trading Days immediately preceding the Interest Payment
      Date.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

    


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

    


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

     

    “Mandatory
      Default Amount”
means
      the sum of (A) the outstanding principal amount of this Debenture, plus all
      accrued and unpaid interest hereon on the date the Mandatory Default Amount
      is
      either (a) demanded (if demand or notice is required to create an Event of
      Default) or otherwise due or (b) paid in full, and (B) all other amounts, costs,
      expenses and liquidated damages due in respect of this Debenture.

    


    “New
      York Courts”
shall
      have the meaning set forth in Section 6(d).

    


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

    


    “Permitted
      Indebtedness”
      means (a) the indebtedness evidenced by the Debentures, (b) the
      Indebtedness existing on the Original Issue Date and set forth on Schedule
      3.1(aa)
      attached
      to the Purchase Agreement, (c) indebtedness that (i) is expressly subordinate
      to
      the Debentures pursuant to a written subordination agreement with the Purchasers
      that is acceptable to each Purchaser in its sole and absolute discretion and
      (ii) matures at a date later than the 91st
      day
      following the Maturity Date, and (d) trade payables incurred in the ordinary
      course of the Company’s business.

    


    “Permitted
      Lien”
means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Company) have been established
      in
      accordance with GAAP; (b) Liens imposed by law which were incurred in the
      ordinary course of the Company’s business, such as carriers’, warehousemen’s and
      mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
      the ordinary course of the Company’s business, and which (x) do not individually
      or in the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of the
      Company and its consolidated Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of
      preventing for the foreseeable future the forfeiture or sale of the property
      or
      asset subject to such Lien; (c) Liens existing on the Original Issue Date and
      incurred in connection with clauses (a) and (b) under the definition of
      Permitted Indebtedness; and (d) Liens incurred in connection with Permitted
      Indebtedness under clause (c) under the definition of Permitted
      Indebtedness.


    
      
        
        

      

      
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    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of October 9, 2008 among the Company
      and the Holder, as amended, modified or supplemented from time to time in
      accordance with its terms.

    


    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 18% per annum,
      payable on the Maturity Date (such date, the “Interest
      Payment Date”)
      (if
      any Interest Payment Date is not a Business Day, then the applicable payment
      shall be due on the next succeeding Business Day), in cash or, at the Holder’s
      option, in duly authorized, validly issued, fully paid and non-assessable shares
      of Common Stock at the Interest Conversion Rate (the dollar amount to be paid
      in
      shares, the “Interest
      Share Amount”)
      or a
      combination thereof. 

     

    (b) Holder’s
      Election to Pay Interest in Kind.
      Subject
      to the terms and conditions herein, the decision whether to pay interest
      hereunder in cash, shares of Common Stock or a combination thereof shall be
      at
      the sole discretion of the Holder.

    


    (c) Interest
      Calculations.
      Interest shall be calculated on the basis of a 360-day year, consisting of
      twelve 30 calendar day periods, and shall accrue daily commencing on the
      Original Issue Date until payment in full of the outstanding principal, together
      with all accrued and unpaid interest, liquidated damages and other amounts
      which
      may become due hereunder, has been made. 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 this Debenture (the “Debenture
      Register”).

    


    (d) Late
      Fee.
      All
      overdue accrued and unpaid interest to be paid hereunder shall entail a late
      fee
      at an interest rate equal to the lesser of 24% per annum or the maximum rate
      permitted by applicable law (“Late
      Fees”)
      which
      shall accrue daily from the date such interest is due hereunder through and
      including the date of actual payment in full. 

     

    (e) Prepayment.
      The
      Company may prepay all or any portion of the principal amount of this Debenture
      at any time upon 5 Business Days’ notice to the Purchasers, provided that such
      prepayment is made ratably among the Purchasers based on their respective Pro
      Rata Portion.

    


    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 payable for such registration of
      exchange.

    


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


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (c) Reliance
      on Debenture Register.
      Prior
      to due presentment for transfer to the Company 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.

    


    Section
      4. Covenants.
      As long
      as any portion of this Debenture remains outstanding, the Company shall not,
      and
      shall not permit any of its subsidiaries (whether or not a Subsidiary on the
      Original Issue Date) to, directly or indirectly:

     

    (a) other
      than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
      suffer to exist any indebtedness for borrowed money of any kind, including,
      but
      not limited to, a guarantee, on or with respect to any of its property or assets
      now owned or hereafter acquired or any interest therein or any income or profits
      therefrom;

     

    (b) other
      than Permitted Liens, enter into, create, incur, assume or suffer to exist
      any
      Liens of any kind, on or with respect to any of its property or assets now
      owned
      or hereafter acquired or any interest therein or any income or profits
      therefrom;

    


    (c) amend
      its
      charter documents, including, without limitation, its certificate of
      incorporation and bylaws, in any manner that materially and adversely affects
      any rights of the Holder; provided,
      however,
      the
      Holder agrees that the Company’s increase of its authorized Common Stock as
      provided under Section 4.11(a) of the Purchase Agreement shall not constitute
      an
      amendment of its charter that materially and adversely affects any rights of
      the
      Holder and therefore no consent of the Holders’ is required in connection
      therewith;

    


    (d) repay,
      repurchase or offer to repay, repurchase or otherwise shares of its Common
      Stock
      or Common Stock Equivalents;

    


    (e) except
      as
      disclosed in the use of proceeds section of the Purchase Agreement, repay,
      repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness,
      other than the Debentures if on a pro-rata basis, other than regularly scheduled
      principal and interest payments as such terms are in effect as of the Original
      Issue Date and on Permitted Indebtedness;

    


    (f) pay
      cash
      dividends or distributions on any equity securities of the Company;

    


    (g) enter
      into any agreement with respect to any of the foregoing.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Section
      5. Events
      of Default.

    


    (a) “Event
      of Default”
means,
      wherever used herein, any of the following events (whatever the reason for
      such
      event and whether such event 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 the principal amount of any Debenture or interest,
      liquidated damages and other amounts owing to a Holder on any Debenture, as
      and
      when the same shall become due and payable which default, solely in the case
      of
      an interest payment or other default under clause above, is not cured within
      10
      Trading Days;

     

    (ii) the
      Company shall fail to observe or perform any other covenant or agreement
      contained in the Debentures which failure is not cured, if possible to cure,
      within the earlier to occur of (A) 10 Trading Days after notice of such failure
      sent by the Holder or by any other Holder and (B) 10 Trading Days after the
      Company has become or should have become aware of such failure;

    


    (iii) a
      default
      or event of default (subject to any grace or cure period provided in the
      applicable agreement, document or instrument) shall occur under any of the
      Transaction Documents;

    


    (iv) any
      representation or warranty made in this Debenture or any other Transaction
      Documents shall be untrue or incorrect in any material respect as of the date
      when made or deemed made;

    


    (v) the
      Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w)
      of Regulation S-X) shall be subject to a Bankruptcy Event;

     

    (vi) the
      Company or any Subsidiary shall default on 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 that (a) involves an
      obligation greater than $150,000, whether such indebtedness now exists or shall
      hereafter be created, and (b) results 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 listing or quotation for trading on
      a
      Trading Market and shall not be eligible to resume listing or quotation for
      trading thereon within five Trading Days;

    


    (viii) the
      Company shall be a party to any Change of Control Transaction or Fundamental
      Transaction or shall agree to sell or dispose of all or in excess of 33% of
      its
      assets in one transaction or a series of related transactions (whether or not
      such sale would constitute a Change of Control Transaction);


    
      
        
        

      

      
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    (ix) any
      Person shall breach any agreement delivered to the initial Holder pursuant
      to
      Section 2.2(a)(iv) of the Purchase Agreement; or

    


    (x) any
      monetary judgment, writ or similar final process shall be entered or filed
      against the Company, any subsidiary or any of their respective property or
      other
      assets for more than $100,000, and such judgment, writ or similar final process
      shall remain unvacated, unbonded or unstayed for a period of 45 calendar
      days.

    


    (b) Remedies
      Upon Event of Default.

    


    (i) If
      any
      Event of Default occurs, the outstanding principal amount of this Debenture,
      plus accrued but unpaid interest, liquidated damages and other amounts owing
      in
      respect thereof through the date of acceleration, shall become, at the Holder’s
      election, immediately due and payable in cash at the Mandatory Default Amount.
      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 an interest rate equal to the lesser of 24% per annum or the
      maximum rate permitted under applicable law. Upon the payment in full of the
      Mandatory Default Amount, the Holder shall promptly surrender this Debenture
      to
      or as directed by the Company. In connection with such acceleration described
      herein, 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 acceleration may be rescinded and annulled by Holder at
      any
      time prior to payment hereunder and the Holder shall have all rights as a holder
      of the Debenture until such time, if any, as the Holder receives full payment
      pursuant to this Section 5(b)(i). No such rescission or annulment shall affect
      any subsequent Event of Default or impair any right consequent thereon.


    


    Section
      6. Miscellaneous.
      

    


    (a)  Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, shall be in writing and delivered personally, by facsimile, or sent
      by a nationally recognized overnight courier service, addressed to the Company,
      at the address set forth above, or such other facsimile number or address as
      the
      Company may specify for such purpose by notice to the Holder delivered in
      accordance with this Section 6. 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, or sent by a nationally recognized overnight
      courier service addressed to each Holder at the facsimile number or address
      of
      the Holder appearing on the books of the Company, or if no such facsimile 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 number specified
      on
      the signature page prior to 5:30 p.m. (New York City time), (ii) the date
      immediately following the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified on the signature
      page between 5:30 p.m. (New York City time) and 11:59 p.m. (New York City time)
      on any 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.


    
      
        
        

      

      
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    (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, liquidated damages and accrued interest, as applicable,
      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 pari passu
      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, but only upon receipt of evidence
      of
      such loss, theft or destruction of such Debenture, and of the ownership hereof,
      reasonably satisfactory to the Company.

    


    (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 New York, without regard to the
      principles of conflict of laws thereof. Each party agrees that all legal
      proceedings concerning the interpretation, 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 the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York 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
      such New York Courts, or such New York 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 other manner permitted by applicable 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
      in
      the investigation, preparation and prosecution of such action or
      proceeding.

     

    
      
        
        

      

      
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    (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
      by
      the Company or the Holder 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 the applicable law governing
      usury, the applicable rate of interest due hereunder shall automatically be
      lowered to equal the maximum rate of interest permitted under applicable law.
      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 impede 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.

    


    (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.

    


    (i) Assumption. 
      Any successor to the Company or any surviving entity in a Fundamental
      Transaction shall (i) assume, prior to such Fundamental Transaction, all of
      the
      obligations of the Company under this Debenture and the other Transaction
      Documents pursuant to written agreements in form and substance satisfactory
      to
      the Holder (such approval not to be unreasonably withheld or delayed) and (ii)
      issue to the Holder a new debenture of such successor entity evidenced by a
      written instrument substantially similar in form and substance to this
      Debenture, including, without limitation, having a principal amount and interest
      rate equal to the principal amount and the interest rate of this Debenture
      and
      having similar ranking to this Debenture, which shall be satisfactory to the
      Holder (any such approval not to be unreasonably withheld or delayed).  The
      provisions of this Section 6(i) shall apply similarly and equally to successive
      Fundamental Transactions and shall be applied without regard to any limitations
      of this Debenture.

    


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


    
      
        
        

      

      
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    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.

    


    
      	 	 	 
	 	
              ENABLE
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Jeffrey
              D. Hoffman
	 	
              
Name:
              Jeffrey D. Hoffman
	 	
              Title:
                CEO

            


    

     

    
      
        
        

      

      
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