**Exhibit
      10.35**











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. HHF-001. THE MAKER OF THIS SECURED CONVERTIBLE
      DEBENTURE CHANGED ITS NAME FROM OXFORD VENTURES, INC. TO ULURU,
      INC.**




No.
      HHF-002 US$3,000,000





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
      Cornell Capital Partners, LP (together with its permitted successors and
      assigns, the (“ Holde r”)
      pursuant to exemptions from registration under the Securities Act of 1933,
      as
      amended, in exchange for a Secured Convertible Debenture originally issued
      pursuant to a 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 Three Million Dollars **($3,000,000),** together
      with interest on the unpaid principal of this Debenture at the rate of ten
      percent (10%) per year (compounded monthly) from September 1, 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 $0.001 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 1-folder 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.





During
      any time that this Debenture is held by an affiliate of Cornell Capital
      Partners, LP (as defined in Rule 144 promulgated under the Act, as amended),
      the
      Company may not redeem this Debenture with the proceeds of the SEDA (as defined
      in Section 5.0l(h)(iii) hereof).




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:
            Cornell
                Capital Partners, LP
              101
                Hudson Street, Suite 3700
              Jersey
                City, NJ 07302
              Facsimile:(201)
                985-8266




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:**


A-1