Filed by Automated Filing Services Inc. (604) 609-0244 - Moventis Capital, Inc. - Exhibit 10.2






THIS DEBENTURE AND THE UNDERLYING SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. 

PTL ACQUISTION CORP. 

DEBENTURE 

               FOR
VALUE RECEIVED, the undersigned PTL ACQUISTION CORP., a company incorporated
under the laws of [British Columbia] (the “Company”), hereby promises to
pay to, or to the order of, <*> (the “Holder”), the principal sum of
<*> DOLLARS ($<*>) of lawful money of Canada. The Company may prepay
any amount of the principal outstanding without notice, penalty or bonus. Except
as set forth in Section 6.2 hereof, the Holder has no right to demand repayment
of the principal outstanding under this Debenture prior to the Maturity Date (as
defined below). 

               This
Debenture is subject to the following terms and conditions and the Holder is
entitled to the benefits set out herein: 

ARTICLE 1 
DEFINITIONS AND INTERPRETATION 

1.1         Definitions


               For
the purposes of this Debenture, in addition to the words or expressions defined
parenthetically herein, the following words and expression shall have the
following meanings, respectively: 

	 	(a) 	
      “Business Day” means a day other than a Saturday, Sunday
      or any other day that is a statutory or civic holiday in the City of
      Vancouver;

	 	 	 
	 	(b) 	
      “Common Shares” means the common shares in the capital of
      Moventis bearing such designation, as such shares exist on the issue date
      of this Debenture, provided that in the event of any adjustment pursuant
      to Section 4.1, “Common Shares” shall thereafter mean the shares or other
      securities or property resulting from such adjustment and any shares of
      any other class of the shares in the capital of Moventis resulting from
      the reclassification or change of such Common Shares;

	 	 	 
	 	(c) 	
      “Conversion Price” means the price at which the principal
      outstanding hereunder may be repaid at the Company’s option by issuance of
      Common Shares, such price being the equivalent in Canadian funds of
      eight-five percent (85%) of the








	 		
      Market Price determined as at the date of repayment
      pursuant to Section 3.1 (the “Conversion Date”), provided that such price
      shall not be less than US$0.35 and not more than US$1.10. The Conversion
      Price shall be calculated using a currency conversion rate for the last
      thirty (30) days before the Conversion Date;

	 	 	 
	 	(d) 	
      “Debenture” means this non-negotiable Debenture of the
      Company in the principal sum of <*> DOLLARS ($<*>);

	 	 	 
	 	(e) 	
      “Event of Default” means any of the events described in
      Section 6.1;

	 	 	 
	 	(f) 	
      “Market Price” on any date, means the average, during the
      period of twenty (20) consecutive Trading Days ending on the fifth Trading
      Day before such date, of the closing prices per share at which the Common
      Shares have traded on the NASDAQ OTC Bulletin Board (the “Exchange”) or,
      if the Common Shares are not listed on the Exchange, then on such stock
      exchange on which the Common Shares are listed as may be selected for that
      purpose by the directors, provided that if, on any such Trading Day, and
      provided further that if the Common Shares are not listed on any stock
      exchange, then the Current Market Price of the Common Shares shall be
      determined by the directors of the Company;

	 	 	 
	 	(g) 	
      “Maturity Date” means 10:00 a.m. (Vancouver time) on the
      date which is <*>;

	 	 	 
	 	(h) 	
      “Moventis” means Moventis Capital, Inc., the parent of
      the Company;

	 	 	 
	 	(i) 	
      “Person” includes any individual, corporation, company,
      partnership, association, estate, trust or government or any agency or
      political subdivision of any government;

	 	 	 
	 	(j) 	
      “Security Agreement” means the general security agreement
      dated as of <*> issued to the Holder by the Company;

	 	 	 
	 	(k) 	
      “Share Purchase Agreement” has the
      meaning given in Section 2.4 hereof; and

	 	 	 
	 	(l) 	
      “Trading Day” means with respect to any stock exchange, a
      day on which shares may be traded through the facilities of the principal
      stock exchange on which the Common Shares are
listed.



1.2        
Interpretation 

               For
the purposes of this Debenture, except as expressly provided or unless the
context requires otherwise: 

	 	(a) 	
      the headings used throughout this Debenture are for ease
      of reference only and shall not in any way affect the meaning or
      interpretation of this Debenture;

	 	 	 
	 	(b) 	
      any reference herein to a numbered or lettered part or
      section refers to the specified part or section of this
  Debenture;

	 	 	 
	 	(c) 	
      “hereto”, “herein”, “hereof”, “hereunder” and similar
      expressions refer to this Debenture and not to any particular part or
      section of this Debenture;








	 	(d) 	
      any words or expressions contained in this Debenture
      which impart the singular number include the plural number and vice
      versa;

	 	 	 
	 	(e) 	
      any words or expressions contained in this Debenture
      which impart any gender include all genders; and

	 	 	 
	 	(f) 	
      unless otherwise provided herein, all dollar amounts
      expressed herein refer to lawful currency of
Canada.



1.3         Proper
Law and Attornment 

               This
  Debenture and all matters arising hereunder shall be governed by and construed
  in accordance with the laws of the Province of British Columbia and the laws
  of Canada applicable therein. Each of the parties hereto, by the execution and
  delivery of this Debenture, irrevocably and unconditionally, with respect to
  any matter or thing arising out of or pertaining to this Debenture, hereby attorns
  and submits to the jurisdiction of the courts of the Province of British Columbia
  for the determination of all matters arising pursuant to this Debenture.

1.4         Non-Business
Days 

               Whenever
any payment hereunder shall become due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day. 

ARTICLE 2 
TERMS OF CONVERIBLE DEBENTURE 

2.1         Issue


               This
Debenture is issued in the principal sum of <*> DOLLARS ($<*>) of
lawful money of Canada. 

2.2        
Payments 

               The
principal amount outstanding hereunder is payable by the Company on the Maturity
Date. 

2.3        
Adjustments for Conversion 

               In
the event that part of the Debenture is repaid in accordance with Section 3.1,
the principal amount repaid pursuant to Section 3.1 shall be applied to reduce
the amount repayable on the Maturity Date. 

2.4         Witholding
for Indemnification Claim 

               In
the event that the Company or the Buyer makes a written claim for
indemnification pursuant to Article 6 of the share purchase agreement (the
“Share Purchase Agreement”) dated as of <*>, 2006 among Moventis, the
Company, the Holder, and certain others (an “Indemnification Claim”), the
Company shall be entitled to withhold the amount of the Indemnification Claim
from any and all amounts owing under this Debenture pending a final 




determination of the Indemnification Claim (a “Final
Determination”). If the Company makes an Indemnification Claim prior to the
Maturity Date, pending a Final Determination, the Company shall withhold the
amount of the Indemnification Claim from the amount repayable on the Maturity
Date, and the amount payable to the Holder on the Maturity Date will be reduced
accordingly. The amount owed to the Company pursuant to the Indemnification
Claim upon a Final Determination is referred to as the “Determined Amount”.


2.5         Adjustment
of Final Repayment Amount 

               Where
a Final Determination has been made with respect to an Indemnification Claim,
the Company shall be entitled to set off the Determined Amount against the
amount repayable on the Maturity Date, which amount shall be deemed to be
reduced by the Determined Amount, and the amount payable to the Holder on the
Maturity Date will be reduced accordingly. Upon Final Determination, any amounts
withheld pursuant to this Section 2.5 in excess of the
Determined Amount shall be paid promptly to the Holder, if the Maturity Date has
passed. 

ARTICLE 3 
REPAYMENT BY CONVERSION 

3.1         Company’s
Right to Repay by Common Shares 

               At
the option of the Company, at any time prior to the Maturity Date the principal
due hereunder may be reapid in whole or in part by the delivery by the Company
of that number of fully-paid and non-assessable Common Shares equal to the
amount of principal to be converted divided by the Conversion Price. If
following the repayment under this Section 3.1, principal remains outstanding,
the Company shall deliver to the Holder, against receipt of this Debenture for
cancellation, a replacement Debenture in the same form as this Debenture in
respect of the principal balance remaining outstanding. 

ARTICLE 4 
ADJUSTMENTS 

4.1         Adjustment
to Common Shares 

               If,
prior to the Maturity Date, Moventis undertakes any reclassification of, or
other change in (including a change resulting from consolidation or subdivision)
the outstanding Common Shares; or in case of any issue of Common Shares (or
securities convertible into Common Shares) to all or substantially all of the
holders of its outstanding Common Shares by way of a formal stock dividend; the
number of Common Shares to be issued upon exercise of the repayment option under
Section 3.1 shall, after such reclassification, change, issue, or dividend, be
equal to the number of shares or other securities or property of Moventis, to
which the Holder would have been entitled to upon such reclassification, change,
or dividend.

4.2         Applicable
Securities Legislation 

               The
Company will not, directly or indirectly, do any act or thing or, to the extent
that it is able, permit any act or thing to be done, which would remove or deny
any registration or 




prospectus exemption available under any applicable securities
legislation with respect to the issuance of Common Shares under this Debenture.


4.3         Waiver
of Presentment 

               The
Company hereby waives presentment for payment, notice of dishonour, protest and
notice of protest. 

ARTICLE 5 
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE COMPANY 

5.1         Representations
and Warranties

               The
Company represents and warrants to the Holder that:

		(a) 	
      with the exception of applicable regulatory approvals for
      any full or partial repayment by the issuance of Common Shares of the
      outstanding principal under Section 3.1 due pursuant to this Debenture as
      provided herein, the execution and delivery of this Debenture by the
      Company, the performance by the Company of its obligations hereunder and
      the consummation by the Company of the transactions contemplated hereby do
      not require any consent, approval or action of any federal, provincial,
      municipal, regulatory, administrative or governmental authority or court
      or self-regulatory body to whose jurisdiction the Company is subject or
      any party to any agreement, contract, mortgage, Debenture or any other
      instrument to which the Company is a party or is subject or by which the
      Company may be bound, except which has been obtained;

	 	 	 	 
		(b) 	
      the Company is a corporation duly organized and validly
      subsisting in good standing under the laws of [British Columbia],
      has the corporate power and authority to own its property and to carry on
      its business as now being conducted by it or as currently proposed to be
      conducted in the future, is duly qualified as a corporation to do business
      and is in good standing in each jurisdiction in which the nature of its
      business makes such qualification necessary, has the corporate power and
      authority to execute, deliver and perform the terms and provisions of this
      Debenture, and has taken all necessary action to authorize the execution
      and delivery of this Debenture, and when executed and delivered this
      Debenture will constitute a legal, valid and binding obligation of the
      Company; and

	 	 	 	 
		(c) 	
      neither the execution nor delivery of this Debenture nor
      the transactions contemplated herein nor compliance with nor performance
      nor observance of the terms and provisions of this Debenture will, subject
      to the requirement to obtain all applicable regulatory approvals in
      respect of the conversion into Common Shares as herein
  contemplated:

	 	 	 	 
			(i) 	
      contravene any provision of law, statute, rule or
      regulation to which the Company is subject or any judgment, decree, order
      or permit applicable to it;








	 	(ii) 	
      contravene the Notice of Articles or Articles of the
      Company; or

	 	 	 
	 	(iii) 	
      conflict with or result in a breach of or constitute a
      default under any agreement or instrument, written or oral, to which the
      Company is a party or by which it is bound.



5.2         Covenants


               The
Company covenants and agrees that so long as this Debenture is outstanding,
unless agreed in writing by the Holder: 

	 	(a) 	
      the Company shall preserve and maintain its corporate
      existence and shall remain in good standing in each jurisdiction in which
      the nature of its business makes such qualification necessary;

	 	 	 
	 	(b) 	
      the Company shall observe and perform all of the terms,
      covenants and conditions of this Agreement and the Security Agreement;
      and

	 	 	 
	 	(c) 	
      the Company will give the Holder written notice of the
      occurrence of any Event of Default pursuant to Section 6.2
  below.



ARTICLE 6 
EVENTS OF DEFAULT AND REMEDIES 

6.1         Events
of Default 

               As
used herein, and “Event of Default” occurs if: 

	 	(a) 	
      the Company fails to make any principal payment when due
      and such failure is not cured within 5 days;

	 	 	 
	 	(b) 	
      the Company fails to comply with any of its material
      covenants, or covenants which in the aggregate are material, contained in
      this Debenture and such failure is not cured within 30 days after the
      Company receives written demand from the Holder to remedy the
  same;

	 	 	 
	 	(c) 	
      a court of competent jurisdiction enters an order or
      decree under the bankruptcy legislation of any federal, provincial or
      state law for the relief of debtors against the Company in an involuntary
      case commenced under any such law; appoints any receiver, trustee,
      assignee, liquidator or similar official of the Company or for all or
      substantially all of its property; or orders the liquidation of the
      Company; and, in any such case, the order, decree or appointment remains
      unstayed and in effect for 60 days; or

	 	 	 
	 	(d) 	
      the Company shall execute a general assignment for the
      benefit of creditors.







6.2         Notice
of Event of Default 

               If
an Event of Default described in Section 6.1(b),(c) or (d) above occurs, the
Company shall give written notice to the Holder of the occurrence of such Event
of Default within 5 days thereof. 

6.3        
Right to Demand Repayment 

	 	(a) 	
      If any Event of Default exists, the Holder may, in
      addition to the exercise of any right, power or remedy permitted by law,
      declare (by written notice or notices to the Company) the entire principal
      sum then outstanding to be due and payable, and such Debenture shall
      thereupon become forthwith due and payable in cash without presentment,
      demand, protest or other notice of any kind, all of which are hereby
      expressly waived by the Company. If this Debenture is not paid when due,
      the Company agrees to pay all costs of collection, including reasonable
      attorneys’ fees.

	 	 	 
	 	(b) 	
      A delay or omission by the Holder in exercising any right
      or remedy arising upon an Event of Default shall not impair such right or
      remedy or constitute a waiver of or acquiescence in the Event of Default.
      All remedies are cumulative to the extent permitted by
  law.



6.4        
Resale Restrictions 

               The
Holder further acknowledges that: 

	 	(a) 	
      any resale of the Debenture, and the Common Shares
      issuable upon conversion hereunder may only occur in accordance with
      applicable securities legislation; and

	 	 	 
	 	(b) 	
      the certificates representing the Common Shares issuable
      hereunder may bear a legend denoting the restrictions on transfer imposed
      by applicable securities legislation.



6.5         Lost
Debenture 

               If
the Holder claims that this Debenture has been lost, destroyed or wrongfully
taken the Company shall issue a replacement Debenture upon: 

	 	(a) 	
      receipt of an indemnity bond or other assurance requested
      by the Company to protect it from any loss which it may suffer by reason
      of such replacement or subsequent presentment of the original Debenture;
      and

	 	 	 
	 	(b) 	
      payment by the Holder of any expenses incurred by the
      Company in replacing the Debenture.







ARTICLE 7 
DISCHARGE OF DEBENTURE 

7.1         Cancellation


               The
Debenture shall forthwith after full payment be surrendered to the Company for
cancellation. 

ARTICLE 8 
GENERAL PROVISIONS 

8.1         Notices


               All
notices and other communications required or permitted pursuant to or in
relation to this Debenture shall be in writing and shall be: 

	 	(a) 	
      personally served upon the Company or upon the Holder, as
      the case may be, in which case such notice or other communication shall
      conclusively be deemed to have been given to the addressee at the time of
      service; or

	 	 	 
	 	(b) 	
      communicated by regular mail posted in Canada to the
      addressee at the following respective addresses:

	 	 	 
	 		
      (i)        For the
      Company:




	 	PTL ACQUISTION CORP. 	Copy to: 
	 	  	FASKEN MARTINEAU DuMOULIN LLP 
	 	Suite 304, 1959 152nd Street 	2100 – 1075 West Georgia Street 
	 	White Rock, BC, Canada V4A 9P3 	Vancouver, BC, Canada, V6E 3G2 
	 	Attention: Blake Ponuick 	Attention: Iain Mant 
	 	Facsimile: 604.288.2430 	Facsimile: 604.631.3232




	 	(ii) 	
      For the Holder:




	 	<*> 	Copy to: 
	 	  	<*> 
	 	<*> 	<*> 
	 	Attention: <*> 	Attention: <*> 
	 	Facsimile: <*> 	Facsimile: <*> 


in which case such notice shall
conclusively be deemed to have been given to the addressee thereof upon the
third Business Day from the date of mailing in Canada. 

               Each
party hereby may, from time to time, by notice to the other parties, change its
address for service. 




8.2        
Equitable Remedies 

               The
Company acknowledges that damages may be an inadequate remedy for the breach or
default in observance or performance of its obligations under this Debenture,
and accordingly the Company agrees that in the event of an actual or
anticipatory breach or default in observance of performance of any of its
obligations hereunder, the same may be enforced by specific performance,
injunction or such other equitable remedy, in lieu of damages, as the Holder may
in its sole and absolute discretion consider advisable and as may be awarded by
a court of competent jurisdiction. 

8.3         Amendments


               Neither
this Debenture nor any provision hereof may be amended, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the amendment, waiver, discharge, or termination is
sought. 

8.4         Time
of the Essence 

               Time
is expressly declared to be of the essence of this Debenture in respect of all
payments to be made hereunder, the exercise of any redemption and conversion
rights hereunder, and all covenants and agreements to be performed and
fulfilled. 

8.5        
Severability 

               If
any covenant or obligation of any party contained herein, or if any provision of
this Debenture or its application to any Person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Debenture or the
application of such covenant or obligation to Persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected,
and each provision and each covenant and obligation contained in this Debenture
shall be separately valid and enforceable, to the fullest extent permitted by
law or at equity. 

8.6        
Parties In Interest 

               This
Debenture shall enure to the benefit of and be binding on the parties hereto and
their respective successors and permitted assigns. 

8.7         No
Assignment 

               The
rights of the Holder under this Debenture shall be not assignable in whole or in
part. 

8.8         No
Recourse Against Others 

               A
director, officer, employee or shareholder of the Company shall not have any
liability for any obligations of the Company under this Debenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. The Holders, by accepting the Debenture, waives and releases all such
liability and such waiver and release are part of the consideration for the
issue of the Debenture. 




8.9         Subsequent
Debentures and Security 

               If
the Holder and the Company agree to additional financing, the parties hereby
agree that such additional financing shall rank pari passu with the Debentures
previously issued, and security therefore shall be aggregated between all such
Debentures on a pro rated basis. The parties further agree that an amendment
shall be issued to the Debenture, subject to this agreement of the Holder,
adjusting the security and ranking of debt. 

               IN
WITNESS WHEREOF the Company has executed this Debenture as of the <*> day
of <*>, 2006 

	PTL ACQUITSION CORP. 	 
	 	 	 
	Per: 	  	 
	 	Authorized Signatory