**Exhibit
      10.34**


THIS
        SECURED CONVERTIBLE DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
        (COLLECTIVELY, THE “ SECURITIES ”),
        HAVE
        NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ ACT ”),
        OR
        THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED OR SOLD
        UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO AVAILABLE
        EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY
        IS
        PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY
        REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
   **AMENDED
        AND RESTATED**
  **SECURED
        CONVERTIBLE DEBENTURE**
   **ULURU
        INC.**
   **10%
        Secured Convertible Debenture**
  **DUE
        DECEMBER 31, 2007**
   **THIS
        SECURITY IS BEING ISSUED IN EXCHANGE FOR THE 10% SECURED CONVERTIBLE DEBENTURE
        DUE OCTOBER 12, 2007, NO. PRENOX-001. THE MAKER OF THIS SECURED CONVERTIBLE
        DEBENTURE CHANGED ITS NAME FROM OXFORD VENTURES, INC. TO ULURU, INC.**
  No.
        Prenox-002 US$13,000,000
  This
        Amended and Restated Secured Convertible Debenture (the “ Debenture ”)
        is
        issued on August 30, 2006 (the “ Closing
        Date ”)
        by
        Uluru Inc., a Nevada corporation (the Company ”),
        to
        Prenox, LLC (together with its permitted successors and assigns, the
        (“ Holder ”)
        pursuant to exemptions from registration under the Securities Act of 1933,
        as
        amended, in exchange for a Secured Convertible Debenture originally issued
        pursuant to Securities Purchase Agreement, dated October 12, 2005 (as amended,
        the “ Securities
        Purchase Agreement ”)
        among
        the Company and Buyer(s) listed on Schedule I thereto.
   **ARTICLE
        I.**
  Section
        1.01  **Principal
        and Interest** **.** For
        value received, the Company hereby promises to pay ** to
        the
        order of the Holder on the date December 31, 2007 (“ Maturity
        Date ”),
        in
        lawful money of the United States of America and in immediately available
        funds
        the principal sum of Thirteen Million Dollars **($13,000,000),** together
        with interest on the unpaid principal of this Debenture at the rate of ten
        percent (10%) per year (compounded monthly) from September1, 2006 until paid.
        The Company will begin making monthly interest only payments on this Debenture
        of accrued interest on the last business day of every calendar month of this
        Debenture commencing on September 29, 2006. At the Holder’s option, the entire
        principal amount and all accrued and unpaid interest and the Redemption Premium
        specified in Section 1.05 hereof shall be either (a) paid to the Holder on
        the
        Maturity Date or (b) converted in accordance with Section 1.02
        herein.
  Section
        1.02  **Optional
        Conversion** .
        The
        Holder is entitled, at its option, to convert, and, if the Holder so desires,
        sell on the same or any other day, at any time and from time to time, until
        payment in full of this Debenture, all or any part of the principal amount
        of
        the Debenture, plus accrued interest, into shares (the “ Conversion
        Shares ”)
        of the
        Company’s common stock, par value $0.00 I per share (“ Common
        Stock ”),
        at
        the price per share equal to $1.50 (the “ Conversion
        Price ”).
        No
        fraction of shares or scrip representing fractions of shares will be issued
        on
        conversion, but the number of shares issuable shall be rounded to the nearest
        whole share. To convert this Debenture, the Holder hereof shall deliver written
        notice thereof, substantially in the form of Exhibit A to this Debenture,
        with
        appropriate insertions (the “ Conversion
        Notice ”),
        to
        the Escrow Agent (as defined in the Securities Purchase Agreement) and the
        Company at its address as set forth herein. The date upon which the conversion
        shall be effective (the “ Conversion
        Date ”)
        shall
        be deemed to be the date set forth in the Conversion Notice. The Holder has
        the
        right to convert this Debenture after the Maturity Date. Absent manifest
        error;
        the Escrow Agent shall release the shares of Common Stock from escrow and
        deliver such shares to the Holder by the third (3 rd )
        business day following the Escrow Agent notifying the Company of the conversion.
        Any conversion of any portion of the Debenture to Common Stock shall be deemed
        to be a pre-payment of principal plus accrued and unpaid interest, without
        any
        penalty, and shall be credited against any future payments of principal and
        interest in the order that such payments become due and payable.
  Section
        1.03.  **Monthly
        Payments** .
        The
        interest so payable will be paid on the last business day of every calendar
        month of this Debenture commencing on September 29, 2006. This Debenture
        ranks
        pari passu with all other Debentures now or hereinafter issued pursuant to
        the
        Securities Purchase Agreement or issued in exchange for such Debentures.
        In the
        event of default, as described in Section 3.01 hereunder, the Holder may
        elect
        that the interest be paid in cash (via wire transfer or certified funds)
        or in
        the form of Common Stock. If paid in the form of Common Stock, the amount
        of
        stock to be issued will be calculated as follows: the value of the stock
        shall
        be the Closing Bid Price on: (i) the date the interest payment is due; or
        (ii)
        if the interest payment is not made when due, the date the interest payment
        is
        made if lower than the Closing Bid Price specified in clause (i). A number
        of
        shares of Common Stock with a value equal to the amount of interest due shall
        be
        issued. No fractional shares will be issued; therefore, in the event that
        the
        value of the Common Stock per share does not equal the total interest due,
        the
        Company will pay the balance in cash.
  The
        Company shall make monthly scheduled payments (“ Scheduled
        Payments ”)
        consisting of principal and accrued interest. The first Scheduled Payment
        shall
        be due and payable on February 28, 2007. After the first Scheduled Payment,
        each
        subsequent Scheduled Payment shall be due and payable on the same day of
        each
        subsequent calendar month until the Maturity Date. The principal amount of
        each
        Scheduled Payment shall be determined by dividing the outstanding principal
        amount of this Debenture as of the date of such Scheduled Payment by the
        number
        of Scheduled Payments remaining until the Maturity Date plus a repayment
        premium
        equal to five percent (5%) (“ Repayment
        Premium ”)
        of the
        amount of the principal payment. All payments in respect of the indebtedness
        evidenced hereby shall be made in collected funds, and shall be applied to
        principal, accrued interest and charges and expenses owing under or in
        connection with this Debenture in such order as the Holder elects, except
        that
        payments shall be applied to accrued interest before principal.
  In
        the
        event that the Company redeems a portion of the amount outstanding under
        this
        Debenture, or the Holder converts a portion of the principal amount outstanding
        and accrued interest under this Debenture as contemplated herein, the Company
        shall be entitled to an off-set of the amount of principal and accrued interest
        due pursuant to the Schedule Payment equal to the amount of principal and
        accrued interest redeemed or converted (the “ Off-Set
        Amount ”).
        In
        such event the Company shall still be obligated to make a Scheduled Payment
        reduced by the Off-Set Amount as contemplated hereunder.
  Section
        1.04  **Reservation
        of Common Stock** .
        As set
        forth in Section 6(c) of the Securities Purchase Agreement, the Company shall
        reserve and keep available out of its authorized but unissued shares of Common
        Stock, solely for the purpose of effecting the conversion of this Debenture,
        that number of shares of Common Stock equal to a multiple of five (5) times
        the
        number of shares of Common Stock into which the Debenture is convertible
        from
        time to time based upon the Conversion Price. If at any time the Company
        does
        not have a sufficient number of Conversion Shares authorized and available,
        then
        the Company shall call and hold a special meeting of its stockholders within
        thirty (30) days of that time for the sole purpose of increasing the number
        of
        authorized shares of Common Stock.
  Section
        1.05  **Right
        of Redemption** .
        The
        Company at its option shall have the right to redeem, with three (3) business
        days advance written notice (the “ Redemption
        Notice ”),
        a
        portion or all of the outstanding Convertible Debenture. The redemption price
        shall be One Hundred Twenty percent (120%) (the “ Redemption
        Price ”)
        of the
        face amount redeemed plus accrued interest. The Company shall pay the Redemption
        Price on all payments made prior to a Scheduled Payment or any other payment
        due
        date. For all payments under this Debenture, the payment of the Redemption
        Price
        by the Company shall be in addition to any accrued interest due.
  Section
        1.06  **Registration
        Rights** .
        The
        Company is obligated to register the resale of the Conversion Shares under
        the
        Act, pursuant to the terms of an Amended and Restated Investor Registration
        Rights Agreement by and among the Company and the Buyers listed on Schedule
        I
        thereto of even date herewith (the “ Investor
        Registration Rights Agreement ”).
  Section
        1.07  **Paying
        Agent and Registrar** .
        Initially, the Company will act as paying agent and registrar. The Company
        may
        change any paying agent, registrar, or Company-registrar by giving the Holder
        not less than ten (10) business days’ written notice of its election to do so,
        specifying the name, address, telephone number and facsimile number of the
        paying agent or registrar. The Company may act in any such
        capacity.
  Section
        1.08  **Secured
        Nature of Debenture** .
        This
        Debenture and any other obligations due and owing to the Holder (including
        the
        accrued but unpaid Liquidated Damages (as defined in the Investor Registration
        Rights Agreement) specified in Section 2(e) of the Investor Registration
        Rights
        Agreement) are secured by, and the Company hereby reaffirms the previous
        grant
        of a security interest in, all of the assets and property of (i) the Company
        as
        set forth on Exhibit A to the Security Agreement dated as of October 12, 2005 by
        and among the Company, the Holder and the other party thereto (the “ Security
        Agreement ”)
        and
        (ii) Uluru Delaware Inc. (f/k/a Uluru Inc.), a Delaware corporation and a
        wholly-owned subsidiary of the Company (the “ Subsidiary ”),
        as
        set forth on Exhibit A to the Guarantor Security Agreement dated as of October
        12, 2005 *,* by
        and
        among the Subsidiary (the successor by merger to Uluru Acquisition Corp.),
        the
        Holder and the other party thereto.
  Section
        1.09  **The
        Escrow Shares** .
        The
        Company has deposited 50,000,000 shares of Common Stock with the Escrow Agent
        as
“Escrow Shares.” Upon receipt of the Conversion Notice from the Holder, the
        Escrow Agent shall distribute the Conversion Shares to Holder pursuant to
        this
        Debenture and the Securities Purchase Agreement including Exhibit F
        thereto.
   **ARTICLE
        II.**
  Section
        2.01  **Amendments
        and Waiver of Default** **.** The
        Debenture may not be amended without the prior written consent of the Holder.
   **ARTICLE
        III.**
  Section
        3.01  **Events
        of Default** .
        An
        Event of Default is defined as follows: (a) failure by the Company to pay
        amounts due hereunder on the Maturity Date, a Scheduled Payment date or
        otherwise after the expiration of a seven (7) day period to cure such failure;
        (b) failure by the Company’s transfer agent (aside for reason of error) to issue
        freely tradeable Common Stock to the Holder within twelve (12) days of the
        Company’s receipt of the attached Conversion Notice from Holder; (c) failure by
        the Company for ten (10) days after notice to it to comply with any of its
        other
        agreements in the Debenture; (d) failure to comply with the terms of the
        Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase
        Agreement); (e) if the Company files for relief under the United States
        Bankruptcy Code (the “ Bankruptcy
        Code ”)
        or
        under any other state or federal bankruptcy or insolvency law, or files an
        assignment for the benefit of creditors, or if an involuntary proceeding
        under
        the Bankruptcy Code or under any other federal or state bankruptcy or insolvency
        law is commenced against the Company; or (f) a breach by the Company of its
        obligations under any of the Transaction Documents (as defined in the Securities
        Purchase Agreement) which is not cured by the Company within any allocated
        cure
        period therein. Upon the occurrence of an Event of Default, the Holder may,
        in
        its sole discretion, (i) accelerate full repayment of all outstanding principal
        and accrued interest on this Debenture at the Redemption Price and/or (ii)
        convert all or any portion of the outstanding principal and accrued interest
        on
        this Debenture at twenty percent (20%) of the then Conversion Price (the
        “ Event
        of Default Conversion Price ”).
        The
        failure of the Company to make payments due under Section 1.03 shall also
        be
        deemed as an Event of Default. Upon an Event of Default, the Escrow Agent
        is
        authorized and directed to release the Escrow Shares to the Holder if requested
        by the Holder, without approval of the Company.
  Section
        3.02  **Failure
        to Issue Unrestricted Common Stock** .
        As
        indicated in Section 3.01, a breach by the Company of its obligations under
        the
        Investor Registration Rights Agreement shall be deemed an Event of Default,
        which if not cured within ten (10) days, shall entitle the Holder to accelerate
        full repayment of the outstanding principal and accrued interest on this
        Debenture or to convert all or any portion of the outstanding principal and
        accrued interest on this Debenture into shares of Common Stock pursuant to
        Section 1.02 herein at the Event of Default Conversion Price. The Company
        acknowledges that failure to honor a Conversion Notice shall cause irreparable
        harm to the Holder.
   **ARTICLE
        IV.**
  Section
        4.01  **Rights
        and Terms of Conversion** .
        This
        Debenture, in whole or in part, may be converted at any time following the
        Closing Date (as defined in the Securities Purchase Agreement), into shares
        of
        Common Stock at a price equal to the Conversion Price as described in Section
        1.02 above or, following the occurrence and during the continuance of an
        Event
        of Default, at the Event of Default Conversion Price.
  Section
        4.02  **Re-issuance
        of Debenture** .
        When
        the Holder elects to convert a part of the Debenture, then the Company shall
        reissue a new Debenture in the same form as this Debenture to reflect the
        new
        principal amount.
  Section
        4.03  **Beneficial
        Ownership** .
        The
        Company shall not effect the conversion of this Debenture, and the Holder
        shall
        not have the right to exercise this Debenture, to the extent that after giving
        effect to such exercise, the Holder (together with such Holder’s affiliates)
        would beneficially own in excess of 4.99% (the “ **Maximum
        Percentage** ”)
        of the
        shares of Common Stock outstanding immediately after giving effect to such
        exercise. For purposes of the foregoing sentence, the aggregate number of
        shares
        of Common Stock beneficially owned by the Holder and its affiliates shall
        include the number of shares of Common Stock issuable upon conversion of
        this
        Debenture with respect to which the determination of such sentence is being
        made, but shall exclude shares of Common Stock which would be issuable upon
        (i)
        conversion of the remaining, unexercised portion of this Debenture beneficially
        owned by the Holder and its affiliates and (ii) exercise or conversion of
        the
        unexercised or unconverted portion of any other securities of the Company
        beneficially owned by the Holder and its affiliates (including, without
        limitation, any convertible notes or convertible preferred stock or warrants)
        subject to a limitation on conversion or exercise analogous to the limitation
        contained herein. Except as set forth in the preceding sentence, for purposes
        of
        this paragraph, beneficial ownership shall be calculated in accordance with
        Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes
        of this Debenture, in determining the number of outstanding shares of Common
        Stock, the Holder may rely on the number of outstanding shares of Common
        Stock
        as reflected in (1) the Company’s most recent Form 10-K or 10-KSB, Form 10-Q or
        10-QSB, Current Report on Form 8-K or other public filing with the Securities
        and Exchange Commission, as the case may be, (2) a more recent public
        announcement by the Company or (3) any other notice by the Company or its
        transfer agent setting forth the number of shares of Common Stock outstanding.
        For any reason at any time, upon the written or oral request of the Holder,
        the
        Company shall within one Business Day confirm orally and in writing to the
        Holder the number of shares of Common Stock then outstanding. By written
        notice
        to the Company, the Holder may increase or decrease the Maximum Percentage
        to
        any other percentage up to 9.99% specified in such notice; provided that
        any
        such increase will not be effective until the sixty-first (61 st )
        day
        after such notice is delivered to the Company. This Section 4.03 shall control
        in the event of any conflict with Section 6(d) of the Securities Purchase
        Agreement.
   **ARTICLE
        V.**
  Section
        5.01  **Anti-dilution** .
        The
        Conversion Price shall be adjusted from time to time as follows:
  (a)  Adjustment
        of Conversion Price and Number of Shares upon Issuance of Common
        Stock .
        If and
        whenever on or after the Closing Date of this Debenture, the Company issues
        or
        sells, or is deemed to have issued or sold, any shares of Common Stock (other
        than (i) Excluded Securities (as defined herein), (ii) shares of Common Stock
        which are issued or deemed to have been issued by the Company in connection
        with
        an Approved Stock Plan (as defined herein), and (iii) upon the issuance,
        exercise or conversion of Other Securities (as defined herein)) for a
        consideration per share less than a price (the “ Applicable
        Price ”)
        equal
        to $1.25 or if the Conversion Price has previously been adjusted pursuant
        to
        Section 5.01 hereof, then the Conversion Price in effect immediately prior
        to
        such issuance or sale, then immediately after such issue or sale the Conversion
        Price shall (until another such issuance or sale) be reduced to the price
        equal
        to the quotient derived by dividing (A) an amount equal to the sum of (X)
        the
        product of (a) the Conversion Price on the date immediately prior to the
        issuance or sale of such shares, multiplied by (b) the total number of shares
        of
        Common Stock outstanding immediately prior to such issuance or sale plus,
        (Y)
        the aggregate of the amount of all consideration, if any, received by the
        Company upon such issuance or sale, by (B) the total number of shares of
        Common
        Stock outstanding immediately after such issuance or sale; provided, however,
        that in no event shall the Conversion Price be reduced below $.001.
  (b)  Effect
        on Conversion Price of Certain Events .
        For
        purposes of determining the adjusted Conversion Price under Section 5.01(a)
        above, the following shall be applicable:
  (i)  Issuance
        of Options .
        If
        after the date hereof, the Company in any manner grants any rights, warrants
        or
        options to subscribe for or purchase Common Stock or convertible securities
        (“ Options ”)
        and
        the lowest price per share for which one share of Common Stock is issuable
        upon
        the exercise of any such Option or upon conversion or exchange of any
        convertible securities issuable upon exercise of any such Option is less
        than
        the Conversion Price then in effect, then such share of Common Stock shall
        be
        deemed to be outstanding and to have been issued and sold by the Company
        at the
        time of the granting or sale of such Option for such price per share. For
        purposes of this Section 5.01(b)(i), the lowest price per share for which
        one
        share of Common Stock is issuable upon exercise of such Options or upon
        conversion or exchange of such convertible securities shall be equal to the
        sum
        of the lowest amounts of consideration (if any) received or receivable by
        the
        Company with respect to any one share of Common Stock upon the granting or
        sale
        of the Option, upon exercise of the Option or upon conversion or exchange
        of any
        other convertible security other than this Debenture issuable upon exercise
        of
        such Option. No further adjustment of the Conversion Price shall be made
        upon
        the actual issuance of such Common Stock or of such convertible securities
        upon
        the exercise of such Options or upon the actual issuance of such Common Stock
        upon conversion or exchange of such convertible securities.
  (ii)  Issuance
        of Convertible Securities .
        If the
        Company in any manner issues or sells any convertible securities after the
        Closing Date and the lowest price per share for which one share of Common
        Stock
        is issuable upon the conversion or exchange thereof is less than the Conversion
        Price then in effect, then such share of Common Stock shall be deemed to
        be
        outstanding and to have been issued and sold by the Company at the time of
        the
        issuance or sale of such convertible securities for such price per share.
        For
        the purposes of this Section 5.01(b)(ii), the lowest price per share for
        which
        one share of Common Stock is issuable upon such conversion or exchange shall
        be
        equal to the sum of the lowest amounts of consideration (if any) received
        or
        receivable by the Company with respect to one share of Common Stock upon
        the
        issuance or sale of the convertible security and upon conversion or exchange
        of
        such convertible security. No further adjustment of the Conversion Price
        shall
        be made upon the actual issuance of such Common Stock upon conversion or
        exchange of such convertible securities, and if any such issue or sale of
        such
        convertible securities is made upon exercise of any Options for which adjustment
        of the Conversion Price had been or are to be made pursuant to other provisions
        of this Section 5.01(b), no further adjustment of the Conversion Price shall
        be
        made by reason of such issue or sale.
  (iii)  Change
        in Option Price or Rate of Conversion .
        If the
        purchase price provided for in any Options, the additional consideration,
        if
        any, payable upon the issue, conversion or exchange of any convertible
        securities, or the rate at which any convertible securities are convertible
        into
        or exchangeable for Common Stock changes at any time, the Conversion Price
        in
        effect at the time of such change shall be adjusted to the Conversion Price
        which would have been in effect at such time had such Options or convertible
        securities provided for such changed purchase price, additional consideration
        or
        changed conversion rate, as the case may be, at the time initially granted,
        issued or sold and the number of shares of Common Stock issuable upon conversion
        of this Debenture shall be correspondingly readjusted. For purposes of this
        Section 5.01(b)(iii), if the terms of any Option or convertible security
        that
        was outstanding as of the Closing Date of this Debenture are changed in the
        manner described in the immediately preceding sentence, then such Option
        or
        convertible security and the Common Stock deemed issuable upon exercise,
        conversion or exchange thereof shall be deemed to have been issued as of
        the
        date of such change. No adjustment pursuant to this Section 5.01(b) shall
        be
        made if such adjustment would result in an increase of the Conversion Price
        then
        in effect.
  (c)  Effect
        on Conversion Price of Certain Events .
        For
        purposes of determining the adjusted Conversion Price under Sections 5.01(a)
        and
        5.01 (b), the following shall be applicable:
  (i)  Calculation
        of Consideration Received .
        If any
        Common Stock, Options or convertible securities are issued or sold or deemed
        to
        have been issued or sold for cash, the consideration received therefore will
        be
        deemed to be the gross amount received by the Company therefore, If any Common
        Stock, Options or convertible securities are issued or sold for a consideration
        other than cash, the amount of such consideration received by the Company
        will
        be the fair value of such consideration, except where such consideration
        consists of marketable securities, in which case the amount of consideration
        received by the Company will be the market price of such securities on the
        date
        of receipt of such securities. If any Common Stock, Options or convertible
        securities are issued to the owners of the non-surviving entity in connection
        with any merger in which the Company is the surviving entity, the amount
        of
        consideration therefore will be deemed to be the fair value of such portion
        of
        the net assets and business of the non-surviving entity as is attributable
        to
        such Common Stock, Options or convertible securities, as the case may be.
        The
        fair value of any consideration other than cash or securities will be determined
        jointly by the Company and the holders of the Debenture representing at least
        two-thirds of the shares of Common Stock issuable upon conversion of the
        Debenture then outstanding. If such parties are unable to reach agreement
        within
        ten (10) days after the occurrence of an event requiring valuation (the
“ Valuation
        Event ”),
        the
        fair value of such consideration will be determined within five (5) ** Business
        Days after the tenth (10 th )
        day
        following the Valuation Event by an independent, reputable appraiser jointly
        selected by the Company and the holders of the Debenture representing at
        least
        two-thirds of the shares of Common Stock issuable upon conversion of the
        Debenture then outstanding. The determination of such appraiser shall be
        final
        and binding upon all parties and the fees and expenses of such appraiser
        shall
        be borne by the non-prevailing party.
  (ii)  Integrated
        Transactions .
        In case
        any Option is issued in connection with the issue or sale of other securities
        of
        the Company, together comprising one integrated transaction in which no specific
        consideration is allocated to such Options by the parties thereto, the Options
        will be deemed to have been issued for a consideration of $.001.
  (iii)  Treasury
        Shares .
        The
        number of shares of Common Stock outstanding at any given time does not include
        shares owned or held by or for the account of the Company, and the disposition
        of any shares so owned or held will be considered an issue or sale of Common
        Stock.
  (iv)  Record
        Date. If the
        Company takes a record of the holders of Common Stock for the purpose of
        entitling them (1) to receive a dividend or other distribution payable in
        Common
        Stock, Options or in convertible securities or (2) to subscribe for or purchase
        Common Stock, Options or convertible securities, then such record date will
        be
        deemed to be the date of the issue or sale of the shares of Common Stock
        deemed
        to have been issued or sold upon the declaration of such dividend or the
        making
        of such other distribution or the date of the granting of such right of
        subscription or purchase, as the case may be.
  (d)  Adjustment
        of Conversion Price upon Subdivision or Combination of Common
        Stock .
        If the
        Company at any time after the date of issuance of this Debenture subdivides
        (by
        any stock split, stock dividend, recapitalization or otherwise) one or more
        classes of its outstanding shares of Common Stock into a greater number of
        shares, any Conversion Price in effect immediately prior to such subdivision
        will be proportionately reduced. If the Company at any time after the date
        of
        issuance of this Debenture combines (by combination, reverse stock split
        or
        otherwise) one or more classes of its outstanding shares of Common Stock
        into a
        smaller number of shares, any Conversion Price in effect immediately prior
        to
        such combination will be proportionately increased. Any adjustment under
        this
        Section 5.01(d) shall become effective at the close of business on the date
        the
        subdivision or combination becomes effective.
  (e)  Distribution
        of Assets .
        If the
        Company shall declare or make any dividend or other distribution of its assets
        (or rights to acquire its assets) to holders of Common Stock, by way of return
        of capital or otherwise (including, without limitation, any distribution
        of
        cash, stock or other securities, property or options by way of a dividend,
        spin
        off, reclassification, corporate rearrangement or other similar transaction)
        (a
“ Distribution ”),
        at
        any time after the issuance of this Debenture, then, in each such case any
        Conversion Price in effect immediately prior to the close of business on
        the
        record date fixed for the determination of holders of Common Stock entitled
        to
        receive the Distribution shall be reduced, effective as of the close of business
        on such record date, to a price determined by multiplying such Conversion
        Price
        by a fraction of which (A) the numerator shall be the closing bid price of
        the
        Common Stock on the trading day immediately preceding such record date minus
        the
        value of the Distribution (as determined in good faith by the Company’s Board of
        Directors) applicable to one share of Common Stock, and (B) the denominator
        shall be the closing bid price of the Common Stock on the trading day
        immediately preceding such record date; and
  (f)  Certain
        Events .
        If any
        event occurs of the type contemplated by the provisions of this Section 5.01
        but
        not expressly provided for by such provisions (including, without limitation,
        the granting of stock appreciation rights, phantom stock rights or other
        rights
        with equity features), then the Company’s Board of Directors will make an
        appropriate adjustment in the Conversion Price so as to protect the rights
        of
        the holders of the Debenture; provided, except as set forth in Section 5.01(d),
        that no such adjustment pursuant to this Section 5.01(f) will increase the
        Conversion Price as otherwise determined pursuant to this Section
        5.01.
  (g)  Notices .
  (i)  Immediately
        upon any adjustment of the Conversion Price, the Company will give written
        notice thereof to the holder of this Debenture, setting forth in reasonable
        detail, and certifying, the calculation of such adjustment.
  (ii)  The
        Company will give written notice to the holder of this Debenture at least
        ten
        (10) days prior to the date on which the Company closes its books or takes
        a
        record (A) with respect to any dividend or distribution upon the Common Stock,
        (B) with respect to any pro rata subscription offer to holders of Common
        Stock
        or (C) for determining rights to vote with respect to any dissolution or
        liquidation, provided that such information shall be made known to the public
        prior to or in conjunction with such notice being provided to such
        holder.
  (h)  Definitions .
  (i)  “ Approved
        Stock Plan ”
means
        any employee benefit plan which has been approved by the Board of Directors
        of
        the Company, pursuant to which the Company’s securities may be issued to any
        employee, officer or director for services provided to the Company.
  (ii)  “ Excluded
        Securities ”
means,
        provided such security is issued at a price which is greater than or equal
        to
        the arithmetic average of the Closing Bid Prices of the Common Stock for
        the ten
        (10) consecutive trading days immediately preceding the date of issuance,
        any of
        the following: (a) any issuance by the Company of securities in connection
        with
        a strategic partnership or a joint venture (the primary purpose of which
        is not
        to raise equity capital), and (b) any issuance by the Company of securities
        as
        consideration for a merger or consolidation or the acquisition of a business,
        product, license, or other assets of another person or entity (which merger,
        consolidation or acquisition is approved by a majority of the independent
        members of the Board of Directors of the Company)
  (iii)  “ Other
        Securities ”
means
        (i) those options and warrants of the Company issued prior to, and outstanding
        on, the date hereof ii) the shares of Common Stock issuable on exercise of
        such
        options and warrants, provided such options and warrants are not amended
        after
        the date hereof and (iii) the shares of Common Stock issuable upon conversion
        of
        this Debenture, or otherwise in connection with this Debenture or in connection
        with the Standby Equity Distribution Agreement dated on or around October
        12,
        2005 by and between the Company and Cornell Capital Partners, L.P. (the
“ SEDA ”).
  (i)  Nothing
        in this Section 5.01 shall be deemed to authorize the issuance of any securities
        by the Company in violation of Section 5.02.
  Section
        5.02  **Consent
        of Holder to Sell Capital Stock or Grant Security
        Interests** .
        Except
        for securities issued under the SEDA, so long as any of the principal of
        or
        interest on this Debenture remains unpaid and unconverted, the Company shall
        not, without the prior consent of the Holder (i) issue or sell any Common
        Stock
        or Preferred Stock without consideration or for a consideration per share
        less
        than its fair market value determined immediately prior to its issuance,
        (ii)
        issue or sell any Preferred Stock, warrant, option, right, contract, call,
        or
        other security or instrument granting the holder thereof the right to acquire
        Common Stock without consideration or for a consideration per share less
        than
        such Common Stock’s fair market value determined immediately prior to its
        issuance, (iii) enter into any security instrument granting the holder a
        security interest in any of the assets of the Company, or (iv) file any
        registration statement on Form S-8, except that such Form S-8 relates solely
        to
        an Approved Plan and provided that such Form S-8 is not filed prior to 90
        days
        following the effectiveness of the Registration Statement referenced in the
        Investor Registration Rights Agreement.
  Section
        5.03  Notwithstanding
        Section 5.02 above, the Company may, without obtaining the prior written
        consent
        of the Holder, issue or sell shares of Common Stock or Preferred Stock for
        a
        consideration of up to 20% below the closing bid price of the Common Stock
        determined immediately prior to its issuance, *provided* that 50%
        of the net proceeds of any such issuance are used to redeem amounts outstanding
        under this Debenture.
   **ARTICLE
        VI.**
  Section
        6.01  **Notice** .
        Notices
        regarding this Debenture shall be sent to the parties at the following
        addresses, unless a party notifies the other parties, in writing, of a change
        of
        address;
  If
                  to the Company, to:
              Uluru,
                  Inc.
                4452
                  Beltway Drive
                Addison,
                  TX 75287
                Attention:Kerry
                  P. Gray
                Telephone:(214)
                  905-5145
                Facsimile:(214)
                  905-5130With
                  a copy to:
              Bingham
                  McCutchen LLP
                150
                  Federal Street
                Boston,
                  MA 02110
                Attention:John
                  J. Concannon, Esq.
                Telephone:(617)
                  951-8874
                Facsimile:(617)
                  951-8736If
                  to the Holder:
              Prenox,
                  LLC
                623
                  Fifth Avenue, 32nd Floor
                New
                  York, NY 10022
                Telephone:(212)
                  756-8045
                Facsimile:(212)
                  756-1480
  Section
        6.02  **Governing
        Law** .
        The
        parties hereto acknowledge that the transactions contemplated by this Agreement
        and the exhibits hereto bear a reasonable relation to the State of New York.
        The
        parties hereto agree that the internal laws of the State of New York shall
        govern this Agreement and the exhibits hereto, including, but not limited
        to,
        all issues related to usury. Any action to enforce the terms of this Agreement
        or any of its exhibits shall be brought exclusively in the state and/or federal
        courts situated in the County and State of New York. Service of process in
        any
        action by the Buyers to enforce the terms of this Agreement may be made by
        serving a copy of the summons and complaint, in addition to any other relevant
        documents, by commercial overnight courier to the Company at its principal
        address set forth in this Agreement.
  Section
        6.03  **Severability** .
        The
        invalidity of any of the provisions of this Debenture shall not invalidate
        or
        otherwise affect any of the other provisions of this Debenture, which shall
        remain in full force and effect.
  Section
        6.04  **Entire
        Agreement and Amendments** .
        This
        Debenture, together with the Securities Purchase Agreement, Investor
        Registration Rights Agreement, the Security Agreement and any other transaction
        documents entered into between the Company and the Holder in connection with
        the
        Holder’s investment, represents the entire agreement between the parties hereto
        with respect to the subject matter hereof and there are no representations,
        warranties or commitments, except as set forth herein. This Debenture may
        be
        amended only by an instrument in writing executed by the parties
        hereto.
  Section
        6.05  **Counterparts** .
        This
        Debenture may be executed in multiple counterparts, each of which shall be
        an
        original, but all of which shall be deemed to constitute on
        instrument.
   ***[Remainder
        Of Page Intentionally Left Blank]***
   
   **IN
        WITNESS WHEREOF** ,
        with
        the intent to be legally bound hereby, the Company as executed this Debenture
        as
        of the date first written above.
   **ULURU
        INC.**
   By: /s/
        Kerry P. Gray
  Name:  Kerry
        P.
        Gray
 Title:  President
        & CEO
 
  
   **EXHIBIT
        A**
  **NOTICE
        OF CONVERSION**
 
 **(To
        be executed by the Holder in order to Convert the
        Debenture)**
 **TO:**
 The
        undersigned hereby irrevocably elects to convert $___________________________
        of
        the principal amount of the above Debenture into Shares of Common Stock of
        Uluru, Inc., according to the conditions stated therein, as of the Conversion
        Date written below.
 
 **Conversion
                  Date:****Applicable
                  Conversion Price:****Signature:****Name:****Address:****Amount
                  to be converted:**
              $**Amount
                  of Debenture unconverted:**
              $**Conversion
                  Price per share:**
              $**Number
                  of shares of Common Stock to be issued:****Please
                  issue the shares of Common Stock in the following name and to the
                  following address:****Issue
                  to:****Authorized
                  Signature:****Name:****Title:****Phone
                  Number:****Broker
                  DTC Participant Code:****Account
                  Number:**