Exhibit 10.2
    

    
      NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
      CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
      (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A
      FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
      REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
      144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
      BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
    

    
      THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. PURSUANT TO
      TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE BORROWER
      HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE,
      PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION
      DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).
    

    
      THIS NOTE AMENDS, RESTATES AND REPLACES THOSE CERTAIN SENIOR SECURED
      CONVERTIBLE NOTES DATED SEPTEMBER 10, 2008, SEPTEMBER 10, 2008, JANUARY
      30, 2009 AND FEBRUARY 6, 2009, IN THE PRINCIPAL AMOUNTS OF $500,000,
      $1,000,000, $600,000, AND $500,000, RESPECTIVELY, EXECUTED BY NET
      TALK.COM, INC. AND IS AN EXTENSION, CONTINUATION AND RENEWAL OF THE
      INDEBTEDNESS REPRESENTED BY SUCH NOTES. THE INDEBTEDNESS EVIDENCED BY
      SUCH NOTES HAS NOT BEEN PAID OR EXTINGUISHED BY THIS NOTE, AND THIS NOTE
      DOES NOT CONSTITUTE A NOVATION OF SUCH INDEBTEDNESS OR NOTES.
    

    
      12% SENIOR SECURED CONVERTIBLE DEBENTURE
DUE June 30, 2011
    

    
      No.: CD-09-01

    

    
      Original Issue Dates: September 10, 2008, September 10, 2008, January
      30, 2009 and February 6, 2009 (as amended and restated February 24, 2010)
    

    
      Original Conversion Price (subject to adjustment herein): $0.25
    

    
      Principal Amount: $3,146,000
    

    
      THIS 12% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly
      authorized and validly issued debentures of Net Talk.com, Inc., a
      Florida corporation, having its principal place of business at 1100 NW
      163 Drive, Miami, Florida 33169 (the “Company”), designated
      as its 12% Senior Secured Convertible Debenture, due June 30, 2011 (this
      debenture, the “Debenture” and collectively with the other
      such series of debentures, the “Debentures”).
    

    

    

    
      
        

        

      

      
        
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      FOR VALUE RECEIVED, the Company promises to pay to Vicis Capital Master
      Fund, or its registered assigns (the “Holder”), or shall
      have paid pursuant to the terms hereunder, the principal sum of
      $3,146,000 by June 30, 2011, or such earlier date as this Debenture is
      required or permitted to be repaid as provided hereunder (the “Maturity
      Date”), and to pay interest to the Holder on the aggregate
      unconverted and then outstanding principal amount of this Debenture in
      accordance with the provisions hereof. This Debenture is subject to the
      following additional provisions:
    

    
      Section  1  .          Definitions.  For the purposes hereof, in
      addition to the terms defined elsewhere in this Debenture, (a)
      capitalized terms not otherwise defined herein shall have the meanings
      set forth in the Purchase Agreements (as defined below) and (b) the
      following terms shall have the following meanings:
    

    
      “Alternate Consideration” shall have the meaning set forth
      in Section 5(e).
    

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

    
      “Base Conversion Price” shall have the meaning set forth in
      Section 5(b).
    

    
      “Business Day” means any day except Saturday, Sunday, any
      day which shall be a federal legal holiday in the United States or any
      day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to close.
    

    
      “Change of Control Transaction” means the occurrence after
      the date hereof of any of (i) an acquisition after the date hereof by an
      individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Exchange Act) of effective control (whether
      through legal or beneficial ownership of capital stock of the Company,
      by contract or otherwise) of in excess of 45% of the voting securities
      of the Company (other than by means of conversion or exercise of the
      Debentures and the Securities issued together with the Debentures), or
      (ii) the Company merges into or consolidates with any other Person, or
      any Person merges into or consolidates with the Company and, after
      giving effect to such transaction, the stockholders of the Company
      immediately prior to such transaction own less than 55% of the aggregate
      voting power of the Company or the successor entity of such transaction,
      or (iii) the Company sells or transfers all or substantially all of its
      assets to another Person and the stockholders of the Company immediately
      prior to such transaction own less than 55% of the aggregate voting
      power of the acquiring entity immediately after the transaction, or (iv)
      a replacement at one time or within a two year period of more than
      one-half of the members of the Company’s board of directors (except as
      such replacement may be required pursuant to the rules and regulations
      of a Trading Market) which is not approved by a majority of those
      individuals who are members of the board of directors on the date hereof
      (or by those individuals who are serving as members of the board of
      directors on any date whose nomination to the board of directors was
      approved by a majority of the members of the board of directors who are
      members on the date hereof), or (v) the execution by the Company of an
      agreement to which the Company is a party or by which it is bound,
      providing for any of the events set forth in clauses (i) through (iv)
      above.
    

    

    

    
      
        

        

      

      
        
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      “Common Stock” means the common stock, par value $.001 per
      share, of the Company and stock of any other class of securities into
      which such securities may hereafter be reclassified or changed into.
    

    
      “Conversion Date” shall have the meaning set forth in
      Section 4(a).
    

    
      “Conversion Price” shall have the meaning set forth in
      Section 4(b).
    

    
      “Conversion Shares” means, collectively, the shares of
      Common Stock issuable upon conversion of this Debenture in accordance
      with the terms hereof.
    

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

    
      “Dilutive Issuance” shall have the meaning set forth in
      Section 5(b).
    

    
      “Dilutive Issuance Notice” shall have the meaning set forth
      in Section 5(b).
    

    
      “Event of Default” shall have the meaning set forth in
      Section 8.
    

    
      “Exchange Act” means the Securities Exchange Act of 1934,
      as amended, and the rules and regulations promulgated thereunder.
    

    
      “Exempt Issuance” means the issuance of the following:  (1)
      shares of Common Stock issued upon conversion or exercise of any Options
      or Convertible Securities that are outstanding on the day immediately
      preceding the Initial Closing Date, provided that the terms of such
      Options or Convertible Securities are not amended, modified or changed
      on or after the Closing Date to lower the conversion or exercise price
      thereof and so long as the number of shares of Common Stock underlying
      such securities is not otherwise increased; (2) Up to 10,000,000 shares
      of Common Stock in the aggregate that are issued under the Company’s
      stock option plan (the “SOP”) pursuant to the terms of the
      SOP in effect on the day immediately preceding the Initial Closing Date;
      (3) securities issued pursuant to acquisitions or strategic transactions
      approved by a majority directors of the Company not interested in the
      transaction, provided that any such issuance shall only be to a Person
      which is, itself or through its subsidiaries, an operating company in a
      business synergistic with the business of the Corporation and in which
      the Corporation receives benefits in addition to the investment of
      funds; provided that, an issuance of securities primarily for the
      purpose of raising capital or to an entity whose primary business is
      investing in securities shall not be an Exempt Issuance; and (4) shares
      of Common Stock issued in a best efforts underwritten public offering in
      which the gross cash proceeds to the Company (before underwriting
      discounts, commissions and fees) are at least $30,000,000.
    

    

    

    
      
        

        

      

      
        
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      “February Purchase Agreement” means that certain Securities
      Purchase Agreement dated February 24, 2010 between the Company and the
      original Holder.
    

    
      “Fundamental Transaction” shall have the meaning set forth
      in Section 5(e).
    

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

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

    
      “Mandatory Default Amount” means the sum of (i) the greater
      of (A) 110% of the outstanding principal amount of this Debenture, plus
      all accrued and unpaid interest hereon, or (B) the outstanding principal
      amount of this Debenture, plus all accrued and unpaid interest hereon,
      divided by the Conversion Price on the date the Mandatory Default Amount
      is either (a) demanded (if demand or notice is required to create an
      Event of Default) or otherwise due or (b) paid in full, whichever has a
      lower Conversion Price, multiplied by the VWAP on the date the Mandatory
      Default Amount is either (x) demanded or otherwise due or (y) paid in
      full, whichever has a higher VWAP, and (ii) all other amounts, costs,
      expenses and liquidated damages due in respect of this Debenture.
    

    
      “New York Courts” shall have the meaning set forth in
      Section 9(d).
    

    
      “Notice of Conversion” shall have the meaning set forth in
      Section 4(a).
    

    
      “Optional Redemption” shall have the meaning set forth in
      Section 6.
    

    
      “Optional Redemption Amount” means the sum of (i) 100% of
      the principal amount of the Debenture then outstanding, (ii) accrued but
      unpaid interest and (iii) all liquidated damages and other amounts due
      in respect of the Debenture.
    

    
      “Optional Redemption Date” shall have the meaning set forth
      in Section 6.
    

    
      “Optional Redemption Notice” shall have the meaning set
      forth in Section 6.
    

    
      “Optional Redemption Notice Date” shall have the meaning
      set forth in Section 6.
    

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

    
      “Permitted Indebtedness” means the Permitted Indebtedness
      as defined by the February Purchase Agreement.
    

    

    

    
      
        

        

      

      
        
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      “Permitted Lien” means the a Permitted Lien as defined by
      the February Purchase Agreement.
    

    
      “Person” means an individual or corporation, partnership,
      trust, incorporated or unincorporated association, joint venture,
      limited liability company, joint stock company, government (or an agency
      or subdivision thereof) or other entity of any kind.
    

    
      “Purchase Agreements” means those certain Securities
      Purchase Agreements among the Company and the original Holder(s), dated
      as of September 10, 2008, January 30, 2009 and February 6, 2009, as
      amended by the February Purchase Agreement, and as each is amended,
      modified or supplemented from time to time in accordance with their
      terms.
    

    
      “Registration Rights Agreement” means the Amended and
      Restated Registration Rights Agreement among the Company and the
      original Holders, dated February 24, 2010, as amended, modified or
      supplemented from time to time in accordance with its terms.
    

    
      “Registration Statement” means a registration statement
      that registers the resale of all Conversion Shares of the Holder, who
      shall be named as a “selling stockholder” therein, and meets the
      requirements of the Registration Rights Agreement.
    

    
      “Securities Act” means the Securities Act of 1933, as
      amended, and the rules and regulations promulgated thereunder.
    

    
      “Share Delivery Date” shall have the meaning set forth in
      Section 4(d).
    

    
      “Subsidiary” shall have the meaning set forth in the
      Purchase Agreements.
    

    
      “Trading Day” means a day on which the principal Trading
      Market is open for business.
    

    
      “Trading Market” means the following markets or exchanges
      on which the Common Stock is listed or quoted for trading on the date in
      question: the American Stock Exchange, the Nasdaq Capital Market, the
      Nasdaq National Market, the New York Stock Exchange or the OTC Bulletin
      Board.
    

    
      “Transaction Documents” shall have the meaning set forth in
      the Purchase Agreements.
    

    
      “VWAP” means, for any date, the price determined by the
      first of the following clauses that applies: (a) if the Common Stock is
      then listed or quoted on a Trading Market, the daily volume weighted
      average price of the Common Stock for such date (or the nearest
      preceding date) on the Trading Market on which the Common Stock is then
      listed or quoted for trading as reported by Bloomberg L.P. (based on a
      Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York
      City time)); (b) if the OTC Bulletin Board is not a Trading Market, the
      volume weighted average price of the Common Stock for such date (or the
      nearest preceding date) on the OTC Bulletin Board; (c) if the Common
      Stock is not then quoted for trading on the OTC Bulletin Board and if
      prices for the Common Stock are then reported in the “Pink Sheets”
      published by Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid
      price per share of the Common Stock so reported; or (d) in all other
      cases, the fair market value of a share of Common Stock as determined by
      an independent appraiser selected in good faith by the Holder and
      reasonably acceptable to the Company.
    

    

    

    
      
        

        

      

      
        
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      Section  2  .          Interest.
    

    
          a)  Payment of Interest in Cash or
      Kind. The Company shall pay interest to the Holder on the aggregate
      unconverted and then outstanding principal amount of this Debenture at
      the rate of 12% per annum, payable on each Conversion Date (as to that
      principal amount then being converted), on each Optional Redemption Date
      (as to that principal amount then being redeemed) and on the Maturity
      Date (except that, if any such date is not a Business Day, then such
      payment shall be due on the next succeeding Business Day) (each such
      date, an “Interest Payment Date”), in cash.
    

    
          b)  Interest Calculations.
      Interest shall be calculated on the basis of a 360-day year and shall
      accrue daily commencing on the Original Issue Date until payment in full
      of the principal sum, together with all accrued and unpaid interest,
      liquidated damages and other amounts which may become due hereunder, has
      been made. Interest shall cease to accrue with respect to any principal
      amount converted, provided that the Company actually delivers the
      Conversion Shares within the time period required by Section 4(d)(ii);
      if the Company fails to deliver shares within the time period required
      by Section 4(d)(ii), interest shall cease to accrue upon the actual
      delivery of the Conversion Shares. Interest hereunder will be paid to
      the Person in whose name this Debenture is registered on the records of
      the Company regarding registration and transfers of this Debenture (the “Debenture
      Register”).
    

    
          c)  Late Fee. All overdue
      accrued and unpaid interest to be paid hereunder shall be subject to a
      late fee at an interest rate equal to the lesser of 18% per annum or the
      maximum rate permitted by applicable law (“Late Fees”)
      which shall accrue daily from the date such interest is due hereunder
      through and including the date of payment in full.
    

    
          d)  Prepayment. Upon fifteen
      (15) days prior written notice to the Holder, the Company shall have the
      privilege and option to prepay the then outstanding principal amount of
      this Debenture in full, and not in part, at any time prior to the
      Maturity Date, upon payment of 110% of the then outstanding principal
      amount, plus all accrued and unpaid interest hereon, plus all other
      amounts, costs, expenses and liquidated damages due in respect of this
      Debenture. In the event of any prepayment, the Holder shall be permitted
      to convert all or a portion of this Note until the date specified in the
      notice.  Except as otherwise set forth in the preceding sentence, the
      Company may not prepay any portion of the principal amount of this
      Debenture without the prior written consent of the Holder.
    

    
      Section  3  .          Registration
      of Transfers and Exchanges.
    

    
          a)  Different Denominations.
      This Debenture is exchangeable for an equal aggregate principal amount
      of Debentures of different authorized denominations, as requested by the
      Holder surrendering the same. No service charge will be payable for such
      registration of transfer or exchange.
    

    

    

    
      
        

        

      

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

    
          c)  Reliance on Debenture Register.
      Prior to due presentment for transfer to the Company of this Debenture,
      the Company and any agent of the Company may treat the Person in whose
      name this Debenture is duly registered on the Debenture Register as the
      owner hereof for the purpose of receiving payment as herein provided and
      for all other purposes, whether or not this Debenture is overdue, and
      neither the Company nor any such agent shall be affected by notice to
      the contrary.
    

    
      Section  4  .          Conversion.
    

    
          a)  Voluntary Conversion. At
      any time after the Original Issue Date until this Debenture is no longer
      outstanding, this Debenture shall be convertible, in whole or in part,
      into shares of Common Stock at the option of the Holder, at any time and
      from time to time (subject to the conversion limitations set forth in
      Section 4(c) hereof). The Holder shall effect conversions by delivering
      to the Company a Notice of Conversion, the form of which is attached
      hereto as Annex A (a “Notice of Conversion”),
      specifying therein the principal amount of this Debenture to be
      converted and the date on which such conversion shall be effected (a “Conversion
      Date”). If no Conversion Date is specified in a Notice of
      Conversion, the Conversion Date shall be the date that such Notice of
      Conversion is deemed delivered hereunder. To effect conversions
      hereunder, the Holder shall not be required to physically surrender this
      Debenture to the Company unless the entire principal amount of this
      Debenture plus all accrued and unpaid interest thereon has been so
      converted. Conversions hereunder shall have the effect of lowering the
      outstanding principal amount of this Debenture in an amount equal to the
      applicable conversion. The Holder and the Company shall maintain records
      showing the principal amount(s) converted and the date of such
      conversion(s). The Company may deliver an objection to any Notice of
      Conversion within 1 Business Day of delivery of such Notice of
      Conversion. The Holder, and any assignee by acceptance of this
      Debenture, acknowledge and agree that, by reason of the provisions of
      this paragraph, following conversion of a portion of this Debenture, the
      unpaid and unconverted principal amount of this Debenture may be less
      than the amount stated on the face hereof.
    

    
          b)  Conversion Price. The
      conversion price in effect on any Conversion Date shall be equal to $0.25
      (subject to adjustment herein) (the “Conversion Price”).
    

    
          c)  Conversion Limitations.
    

    
              i.  Holder’s Restriction on Conversion.  At any time after the
      Company has had a registration statement filed pursuant to the
      Securities Act or the Exchange Act declared effective, the Company shall
      not effect any conversion of this Debenture, and a Holder shall not have
      the right to convert any portion of this Debenture, to the extent that
      after giving effect to the conversion set forth on the applicable Notice
      of Conversion, such Holder (together with such Holder’s Affiliates, and
      any other person or entity acting as a group together with such Holder
      or any of such Holder’s Affiliates) would beneficially own in excess of
      the Beneficial Ownership Limitation (as defined below).
    

    

    

    
      
        

        

      

      
        
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      For purposes of the foregoing sentence, the number of shares of Common
      Stock beneficially owned by such Holder and its Affiliates shall include
      the number of shares of Common Stock issuable upon conversion of this
      Debenture with respect to which such determination is being made, but
      shall exclude the number of shares of Common Stock which are issuable
      upon (A) conversion of the remaining, unconverted principal amount of
      this Debenture beneficially owned by such Holder or any of its
      Affiliates and (B) exercise or conversion of the unexercised or
      unconverted portion of any other securities of the Company subject to a
      limitation on conversion or exercise analogous to the limitation
      contained herein (including, without limitation, any other Debentures or
      the Warrants) beneficially owned by such Holder or any of its
      Affiliates. Except as set forth in the preceding sentence, for purposes
      of this Section 4(c)(i), beneficial ownership shall be calculated in
      accordance with Section 13(d) of the Exchange Act and the rules and
      regulations promulgated thereunder. To the extent that the limitation
      contained in this Section 4(c)(i) applies, the determination of whether
      this Debenture is convertible (in relation to other securities owned by
      such Holder together with any Affiliates) and of which principal amount
      of this Debenture is convertible shall be in the sole discretion of such
      Holder, and the submission of a Notice of Conversion shall be deemed to
      be such Holder’s determination of whether this Debenture may be
      converted (in relation to other securities owned by such Holder together
      with any Affiliates) and which principal amount of this Debenture is
      convertible, in each case subject to such aggregate percentage
      limitations. To ensure compliance with this restriction, each Holder
      will be deemed to represent to the Company each time it delivers a
      Notice of Conversion that such Notice of Conversion has not violated the
      restrictions set forth in this paragraph and the Company shall have no
      obligation to verify or confirm the accuracy of such determination. In
      addition, a determination as to any group status as contemplated above
      shall be determined in accordance with Section 13(d) of the Exchange Act
      and the rules and regulations promulgated thereunder. For purposes of
      this Section 4(c)(i), in determining the number of outstanding shares of
      Common Stock, a Holder may rely on the number of outstanding shares of
      Common Stock as stated in the most recent of the following: (A) the
      Company’s most recent Form 10-Q or Form 10-K, as the case may be; (B) a
      more recent public announcement by the Company; or (C) a more recent
      notice by the Company or the Company’s transfer agent setting forth the
      number of shares of Common Stock outstanding. Upon the written or oral
      request of a Holder, the Company shall within two Trading Days confirm
      orally and in writing to such Holder the number of shares of Common
      Stock then outstanding. In any case, the number of outstanding shares of
      Common Stock shall be determined after giving effect to the conversion
      or exercise of securities of the Company, including this Debenture, by
      such Holder or its Affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported. The “Beneficial
      Ownership Limitation” shall be 4.99% of the number of shares of the
      Common Stock outstanding immediately after giving effect to the issuance
      of shares of Common Stock issuable upon conversion of this Debenture
      held by the Holder. The Beneficial Ownership Limitation provisions of
      this Section 4(c)(i) may be waived by such Holder, at the election of
      such Holder, upon not less than sixty-one (61) days’ prior notice to the
      Company, to change the Beneficial Ownership Limitation to 9.99% of the
      number of shares of the Common Stock outstanding immediately after
      giving effect to the issuance of shares of Common Stock upon conversion
      of this Debenture held by the Holder and the provisions of this Section
      4(c)(ii) shall continue to apply. Upon such a change by a Holder of the
      Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
      limitation, the Beneficial Ownership Limitation may be further waived by
      such Holder, at the election of such Holder, upon not less than
      sixty-one (61) days’ prior notice to the Company. The provisions of this
      paragraph shall be construed and implemented in a manner otherwise than
      in strict conformity with the terms of this Section 4(c)(i) to correct
      this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation herein
      contained or to make changes or supplements necessary or desirable to
      properly give effect to such limitation. The limitations contained in
      this paragraph shall apply to a successor holder of this Debenture.
    

    

    

    
      
        

        

      

      
        
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          d)  Mechanics of Conversion.
    

    
              i.  Conversion
      Shares Issuable Upon Conversion of Principal Amount. The number of
      shares of Common Stock issuable upon a conversion hereunder shall be
      determined by the quotient obtained by dividing (x) the outstanding
      principal amount of this Debenture to be converted by (y) the Conversion
      Price.
    

    
             ii.  Delivery of
      Certificate Upon Conversion. Not later than 3 Trading Days after
      each Conversion Date (the “Share Delivery Date”), the
      Company shall deliver, or cause to be delivered, to the Holder (A) a
      certificate or certificates representing the Conversion Shares which, on
      or after the effective date of the Registration Statement, shall be free
      of restrictive legends and trading restrictions (other than those which
      may then be required by the Purchase Agreements) representing the number
      of shares of Common Stock being acquired upon the conversion of this
      Debenture and (B) a bank check in the amount of accrued and unpaid
      interest. On or after the effective date of the Registration Statement,
      the Company shall use its best efforts to deliver any certificate or
      certificates required to be delivered by the Company under this Section
      4 electronically through the Depository Trust Company or another
      established clearing corporation performing similar functions.
    

    
            iii.  Failure to
      Deliver Certificates. If in the case of any Notice of Conversion
      such certificate or certificates are not delivered to or as directed by
      the applicable Holder by the fifth Trading Day after the Conversion
      Date, the Holder shall be entitled to elect by written notice to the
      Company at any time on or before its receipt of such certificate or
      certificates, to rescind such Conversion, in which event the Company
      shall promptly return to the Holder any original Debenture delivered to
      the Company and the Holder shall promptly return the Common Stock
      certificates representing the principal amount of this Debenture
      tendered for conversion to the Company.
    

    
             iv.  Obligation
      Absolute; Partial Liquidated Damages. The Company’s obligations to
      issue and deliver the Conversion Shares upon conversion of this
      Debenture in accordance with the terms hereof are absolute and
      unconditional, irrespective of any action or inaction by the Holder to
      enforce the same, any waiver or consent with respect to any provision
      hereof, the recovery of any judgment against any Person or any action to
      enforce the same, or any setoff, counterclaim, recoupment, limitation or
      termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged
      violation of law by the Holder or any other Person, and irrespective of
      any other circumstance which might otherwise limit such obligation of
      the Company to the Holder in connection with the issuance of such
      Conversion Shares; provided, however, that such delivery
      shall not operate as a waiver by the Company of any such action the
      Company may have against the Holder. In the event the Holder of this
      Debenture shall elect to convert any or all of the outstanding principal
      amount hereof, the Company may not refuse conversion based on any claim
      that the Holder or anyone associated or affiliated with the Holder has
      been engaged in any violation of law, agreement or for any other reason,
      unless an injunction from a court, on notice to Holder, restraining and
      or enjoining conversion of all or part of this Debenture shall have been
      sought and obtained, and the Company posts a surety bond for the benefit
      of the Holder in the amount of 150% of the outstanding principal amount
      of this Debenture, which is subject to the injunction, which bond shall
      remain in effect until the completion of arbitration/litigation of the
      underlying dispute and the proceeds of which shall be payable to such
      Holder to the extent it obtains judgment. In the absence of such
      injunction, the Company shall issue Conversion Shares or, if applicable,
      cash, upon a properly noticed conversion. If the Company fails for any
      reason to deliver to the Holder such certificate or certificates
      pursuant to Section 4(d)(ii) by the fifth Trading Day after the
      Conversion Date, the Company shall pay to such Holder, in cash, as
      liquidated damages and not as a penalty, for each $1,000 of principal
      amount being converted, $10 per Trading Day (increasing to $20 per
      Trading Day on the tenth Trading Day after such liquidated damages begin
      to accrue) for each Trading Day after the second Trading Day following
      the Share Delivery Date until such certificates are delivered. Nothing
      herein shall limit a Holder’s right to pursue actual damages or declare
      an Event of Default pursuant to Section 8 hereof for the Company’s
      failure to deliver Conversion Shares within the period specified herein
      and such Holder shall have the right to pursue all remedies available to
      it hereunder, at law or in equity including, without limitation, a
      decree of specific performance and/or injunctive relief The exercise of
      any such rights shall not prohibit the Holder from seeking to enforce
      damages pursuant to any other Section hereof or under applicable law.
    

    

    

    
      
        

        

      

      
        
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       v.  Reservation of Shares Issuable Upon Conversion.
      The Company covenants that it will at all times reserve and keep
      available out of its authorized and unissued shares of Common Stock for
      the sole purpose of issuance upon conversion of this Debenture and
      payment of interest on this Debenture, each as herein provided, free
      from preemptive rights or any other actual contingent purchase rights of
      Persons other than the Holder (and the other holders of the Debentures),
      not less than such aggregate number of shares of the Common Stock as
      shall (subject to the terms and conditions set forth in the Purchase
      Agreements) be issuable (taking into account the adjustments and
      restrictions of Section 5) upon the conversion of the outstanding
      principal amount of this Debenture and payment of interest hereunder.
      The Company covenants that all shares of Common Stock that shall be so
      issuable shall, upon issue, be duly authorized, validly issued, fully
      paid and nonassessable and, if the Registration Statement is then
      effective under the Securities Act, shall be registered for public sale
      in accordance with such Registration Statement.
    

    
      vi. Fractional Shares. Upon a conversion hereunder the Company
      shall not be required to issue stock certificates representing fractions
      of shares of Common Stock, but may if otherwise permitted, make a cash
      payment in respect of any final fraction of a share based on the VWAP at
      such time. If the Company elects not, or is unable, to make such a cash
      payment, the Holder shall be entitled to receive, in lieu of the final
      fraction of a share, 1 whole share of Common Stock.
    

    

    

    
      
        

        

      

      
        
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      vi. Transfer Taxes. The issuance of certificates for shares of
      the Common Stock on conversion of this Debenture shall be made without
      charge to the Holder hereof for any documentary stamp or similar taxes
      that may be payable in respect of the issue or delivery of such
      certificates, provided that the Company shall not be required to pay any
      tax that may be payable in respect of any transfer involved in the
      issuance and delivery of any such certificate upon conversion in a name
      other than that of the Holder of this Debenture so converted and the
      Company shall not be required to issue or deliver such certificates
      unless or until the person or persons requesting the issuance thereof
      shall have paid to the Company the amount of such tax or shall have
      established to the satisfaction of the Company that such tax has been
      paid.
    

    
      Section  5  .          Certain
      Adjustments.
    

    
          a)  Stock Dividends and Stock Splits.
      If the Company, at any time while this Debenture is outstanding: (A)
      subdivides outstanding shares of Common Stock into a larger number of
      shares; (B) combines (including by way of a reverse stock split)
      outstanding shares of Common Stock into a smaller number of shares; or
      (C) issues, in the event of a reclassification of shares of the Common
      Stock, any shares of capital stock of the Company, then the Conversion
      Price shall be multiplied by a fraction of which the numerator shall be
      the number of shares of Common Stock (excluding any treasury shares of
      the Company) outstanding immediately before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      immediately after such event. Any adjustment made pursuant to this
      Section shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or re-classification.
    

    
          b)  Subsequent Equity Sales. If
      the Company or any Subsidiary thereof, as applicable, at any time while
      this Debenture is outstanding, sells or grants any option to purchase or
      sells or grants any right to reprice its securities, or otherwise
      disposes of or issues (or announces any sale, grant or any option to
      purchase or other disposition) any Common Stock or Common Stock
      Equivalents entitling any Person to acquire shares of Common Stock at an
      effective price per share that is lower than the then Conversion Price
      (such lower price, the “Base Conversion Price” and such
      issuances collectively, a “Dilutive Issuance”) (if the
      holder of the Common Stock or Common Stock Equivalents so issued shall
      at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or
      otherwise, or due to warrants, options or rights per share which are
      issued in connection with such issuance, be entitled to receive shares
      of Common Stock at an effective price per share that is lower than the
      Conversion Price, such issuance shall be deemed to have occurred for
      less than the Conversion Price on such date of the Dilutive Issuance),
      then the Conversion Price shall be reduced to equal the Base Conversion
      Price. Such adjustment shall be made whenever such Common Stock or
      Common Stock Equivalents are issued. Notwithstanding the foregoing, no
      adjustment will be made under this Section 5(b) in respect of an Exempt
      Issuance. The Company shall notify the Holder in writing, no later than
      the Business Day following the issuance of any Common Stock or Common
      Stock Equivalents subject to this Section 5(b), indicating therein the
      applicable issuance price, or applicable reset price, exchange price,
      conversion price and other pricing terms (such notice, the “Dilutive
      Issuance Notice”). For purposes of clarification, whether or not the
      Company provides a Dilutive Issuance Notice pursuant to this Section
      5(b), upon the occurrence of any Dilutive Issuance, the Holder is
      entitled to receive a number of Conversion Shares based upon the Base
      Conversion Price on or after the date of such Dilutive Issuance,
      regardless of whether the Holder accurately refers to the Base
      Conversion Price in the Notice of Conversion.
    

    

    

    
      
        

        

      

      
        
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          c)  Subsequent Rights Offerings.
      If the Company, at any time while the Debenture is outstanding, shall
      issue rights, options or warrants to all holders of Common Stock (and
      not to Holders) entitling them to subscribe for or purchase shares of
      Common Stock at a price per share that is lower than the VWAP on the
      record date referenced below, then the Conversion Price shall be
      multiplied by a fraction of which the denominator shall be the number of
      shares of the Common Stock outstanding on the date of issuance of such
      rights or warrants plus the number of additional shares of Common Stock
      offered for subscription or purchase, and of which the numerator shall
      be the number of shares of the Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of shares which the
      aggregate offering price of the total number of shares so offered
      (assuming delivery to the Company in full of all consideration payable
      upon exercise of such rights, options or warrants) would purchase at
      such VWAP. Such adjustment shall be made whenever such rights or
      warrants are issued, and shall become effective immediately after the
      record date for the determination of stockholders entitled to receive
      such rights, options or warrants.
    

    
          d)  Pro Rata Distributions. If
      the Company, at any time while this Debenture is outstanding,
      distributes to all holders of Common Stock (and not to the Holders)
      evidences of its indebtedness or assets (including cash and cash
      dividends) or rights or warrants to subscribe for or purchase any
      security (other than the Common Stock, which shall be subject to Section
      5(b)), then in each such case the Conversion Price shall be adjusted by
      multiplying such Conversion Price in effect immediately prior to the
      record date fixed for determination of stockholders entitled to receive
      such distribution by a fraction of which the denominator shall be the
      VWAP determined as of the record date mentioned above, and of which the
      numerator shall be such VWAP on such record date less the then fair
      market value at such record date of the portion of such assets or
      evidence of indebtedness so distributed applicable to 1 outstanding
      share of the Common Stock as determined by the Board of Directors of the
      Company in good faith. In either case the adjustments shall be described
      in a statement delivered to the Holder describing the portion of assets
      or evidences of indebtedness so distributed or such subscription rights
      applicable to 1 share of Common Stock. Such adjustment shall be made
      whenever any such distribution is made and shall become effective
      immediately after the record date mentioned above.
    

    
          e)  Fundamental Transaction.
      If, at any time while this Debenture is outstanding, (A) the Company
      effects any merger or consolidation of the Company with or into another
      Person, (B) the Company effects any sale of all or substantially all of
      its assets in one transaction or a series of related transactions, (C)
      any tender offer or exchange offer (whether by the Company or another
      Person) is completed pursuant to which holders of Common Stock are
      permitted to tender or exchange their shares for other securities, cash
      or property, or (D) the Company effects any reclassification of the
      Common Stock or any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”), then, upon any subsequent conversion of this
      Debenture, the Holder shall have the right to receive, for each
      Conversion Share that would have been issuable upon such conversion
      immediately prior to the occurrence of such Fundamental Transaction, the
      same kind and amount of securities, cash or property as it would have
      been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of 1 share of Common Stock (the “Alternate
      Consideration”). For purposes of any such conversion, the
      determination of the Conversion Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of 1 share of Common Stock in such
      Fundamental Transaction, and the Company shall apportion the Conversion
      Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the
      Alternate Consideration. If holders of Common Stock are given any choice
      as to the securities, cash or property to be received in a Fundamental
      Transaction, then the Holder shall be given the same choice as to the
      Alternate Consideration it receives upon any conversion of this
      Debenture following such Fundamental Transaction. To the extent
      necessary to effectuate the foregoing provisions, any successor to the
      Company or surviving entity in such Fundamental Transaction shall issue
      to the Holder a new debenture consistent with the foregoing provisions
      and evidencing the Holder’s right to convert such debenture into
      Alternate Consideration. The terms of any agreement pursuant to which a
      Fundamental Transaction is effected shall include terms requiring any
      such successor or surviving entity to comply with the provisions of this
      Section 5(e) and insuring that this Debenture (or any such replacement
      security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction.
    

    

    

    
      
        

        

      

      
        
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          f)  Calculations. All
      calculations under this Section 5 shall be made to the nearest cent or
      the nearest 1/100th of a share, as the case may be. For purposes of this
      Section 5, the number of shares of Common Stock deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares
      of Common Stock (excluding any treasury shares of the Company) issued
      and outstanding.
    

    
          g)  Notice to the Holder.
    

    
      Adjustment to Conversion Price. Whenever the Conversion Price is
      adjusted pursuant to any provision of this Section 5, the Company shall
      promptly mail to each Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a brief statement of the facts
      requiring such adjustment.
    

    
              i.  Notice
      to Allow Conversion by Holder. If (A) the Company shall declare a
      dividend (or any other distribution in whatever form) on the Common
      Stock, (B) the Company shall declare a special nonrecurring cash
      dividend on or a redemption of the Common Stock, (C) the Company shall
      authorize the granting to all holders of the Common Stock of rights or
      warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights, (D) the approval of any stockholders of the
      Company shall be required in connection with any reclassification of the
      Common Stock, any consolidation or merger to which the Company is a
      party, any sale or transfer of all or substantially all of the assets of
      the Company, of any compulsory share exchange whereby the Common Stock
      is converted into other securities, cash or property or (E) the Company
      shall authorize the voluntary or involuntary dissolution, liquidation or
      winding up of the affairs of the Company, then, in each case, the
      Company shall cause to be delivered to the Holder at its last address as
      it shall appear upon the Debenture Register, at least twenty (20)
      calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record
      is to be taken for the purpose of such dividend, distribution,
      redemption, rights or warrants, or if a record is not to be taken, the
      date as of which the holders of the Common Stock of record to be
      entitled to such dividend, distributions, redemption, rights or warrants
      are to be determined or (y) the date on which such reclassification,
      consolidation, merger, sale, transfer or share exchange is expected to
      become effective or close, and the date as of which it is expected that
      holders of the Common Stock of record shall be entitled to exchange
      their shares of the Common Stock for securities, cash or other property
      deliverable upon such reclassification, consolidation, merger, sale,
      transfer or share exchange, provided that the failure to deliver such
      notice or any defect therein or in the delivery thereof shall not affect
      the validity of the corporate action required to be specified in such
      notice. The Holder is entitled to convert this Debenture during the
      twenty (20) day period commencing on the date of such notice through the
      effective date of the event triggering such notice.
    

    

    

    
      
        

        

      

      
        
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      Section  6  .          Optional
      Redemption at Election of Holder; Forced Conversion.
    

    
          a)  Optional Redemption at Election
      of Holder. Subject to the provisions of this Section 6, upon a
      Change of Control Transaction and at any time on or before the 90th
      calendar day following the consummation of such Change of Control
      Transaction, the Holder may deliver a notice to the Company (an “Optional
      Redemption Notice” and the date such notice is deemed delivered
      hereunder, the “Optional Redemption Notice  Date”)
      of its election to require the Company to redeem all or a portion of the
      then outstanding Debentures for an amount in cash equal to the Optional
      Redemption Amount on the 5th Trading Day following the Optional
      Redemption Notice Date (such date, the “Optional Redemption Date”
      and such redemption, the “Optional Redemption”). The
      Optional Redemption Amount is due in full on the Optional Redemption
      Date. The Holder may rescind the Optional Redemption Notice at any time
      until the later of (i) the Optional Redemption Date or (ii) the date on
      which the Optional Redemption Amount is actually paid in full. The
      Holder may elect to convert the outstanding principal amount of the
      Debenture pursuant to Section 4 prior to actual payment in cash for any
      redemption under this Section 6 by the delivery of a Notice of
      Conversion to the Company. The Company covenants and agrees that it will
      honor all Notices of Conversion tendered from the time of delivery of
      the Optional Redemption Notice through the date all amounts owing
      thereon are due and paid in full. If any portion of the cash payment for
      an Optional Redemption shall not be paid by the Company by the
      respective due date, interest shall accrue thereon at the rate of 18%
      per annum (or the maximum rate permitted by applicable law, whichever is
      less) until the payment of the Optional Redemption Amount plus all
      amounts owing thereon is paid in full.
    

    
      Section  7  .          Negative
      Covenants. As long as any portion of this Debenture remains
      outstanding, unless Purchasers holding in the aggregate at least 66% of
      the principal amount of the then outstanding Debentures shall otherwise
      consent in writing, the Company shall not, and shall not permit any of
      its Subsidiaries to, directly or indirectly:
    

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

    

    

    
      
        

        

      

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

    
          c)  amend its charter documents, including without limitation, the
      certificate of incorporation and bylaws, in any manner that materially
      and adversely affects any rights of the Holder;
    

    
          d)  repay, repurchase or offer to repay, repurchase or otherwise
      acquire more than a de minimis number of shares of its
      Common Stock or Common Stock Equivalents other than as to (a) the
      Conversion Shares or Warrant Shares as permitted or required under the
      Transaction Documents and (b) repurchases of Common Stock or Common
      Stock Equivalents of departing officers and directors of the Company,
      provided that such repurchases shall not exceed an aggregate of $100,000
      for all officers and directors during the term of this Debenture;
    

    
          e)  none of the officers, directors or other Affiliates of the
      Company shall enter into any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and
      directors), including entering into any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing
      for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or other Affiliates
      or any entity in which any officer, director, or other Affiliates has a
      substantial interest or is an officer, director, trustee or partner;
    

    
          f)  on an annualized basis, none of the officers of the Company or a
      Subsidiary shall receive an increase in salary or bonus in excess of 15%
      of the prior year’s salary or bonus, as applicable; provided that the
      foregoing restriction shall not apply to the extent inconsistent with
      that certain employment agreement between the Company and Mr. Anastasios
      Kyriakides as in effect as of the  Initial Closing Date;
    

    
          g)  enter into any agreement with respect to any of the foregoing; or
    

    
          h)  pay cash dividends or distributions on any equity securities of
      the Company.
    

    
      Section  8  .          Events
      of Default.
    

    
          a)  “Event of Default”
      means, wherever used herein, any of the following events (whatever the
      reason for such event and whether such event shall be voluntary or
      involuntary or effected by operation of law or pursuant to any judgment,
      decree or order of any court, or any order, rule or regulation of any
      administrative or governmental body):
    

    
              i.  any default in the payment of (A) the principal amount of
      any Debenture or (B) interest, liquidated damages and other amounts
      owing to a Holder on any Debenture, as and when the same shall become
      due and payable (whether on a Conversion Date or the Maturity Date or by
      acceleration or otherwise) which default, solely in the case of an
      interest payment or other default under clause (B) above, is not cured
      within five (5) Trading Days;
    

    

    

    
      
        

        

      

      
        
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      ii.  the Company shall fail to observe or perform any other covenant or
      agreement contained in the Debentures which failure is not cured, if
      possible to cure, within the earlier to occur of (A) Fifteen (15)
      Trading Days after notice of such failure sent by the Holder or by any
      other Holder and (B) 30 Trading Days after the Company has become or
      should have become aware of such failure;
    

    
      iii.  default or event of default (subject to any grace or cure period
      provided in the applicable agreement, document or instrument) shall
      occur under (A) any of the Transaction Documents or (B) any other
      material agreement, lease, document or instrument to which the Company
      or any Subsidiary is obligated (and not covered by clause (vi) below);
    

    
      iv.  any representation or warranty made in this Debenture, any other
      Transaction Documents, any written statement pursuant hereto or thereto
      or any other report, financial statement or certificate made or
      delivered to the Holder or any other Holder shall be untrue or incorrect
      in any material respect as of the date when made or deemed made;
    

    
      v.  the Company or any Significant Subsidiary shall be subject to a
      Bankruptcy Event;
    

    
      vi. the Company or any Subsidiary shall default on any of its
      obligations under any mortgage, credit agreement or other facility,
      indenture agreement, factoring agreement or other instrument under which
      there may be issued, or by which there may be secured or evidenced, any
      indebtedness for borrowed money or money due under any long term leasing
      or factoring arrangement that (a) involves an obligation greater than
      $250,000, whether such indebtedness now exists or shall hereafter be
      created, and (b) results in such indebtedness becoming or being declared
      due and payable prior to the date on which it would otherwise become due
      and payable;
    

    
      vii. the Common Stock shall not be eligible for listing or quotation for
      trading on a Trading Market (as defined above) and shall not be eligible
      to resume listing or quotation for trading thereon within ten (10)
      Trading Days;
    

    
      viii. the Company shall fail for any reason to deliver certificates to a
      Holder prior to the tenth (10th) Trading Day after a
      Conversion Date pursuant to Section 4(d) or the Company shall provide at
      any time notice to the Holder, including by way of public announcement,
      of the Company’s intention to not honor requests for conversions of any
      Debentures in accordance with the terms hereof; or
    

    
      ix.  any monetary judgment, writ or similar final process shall be
      entered or filed against the Company, any Subsidiary or any of their
      respective property or other assets for more than $150,000, and such
      judgment, writ or similar final process shall remain unvacated, unbonded
      or unstayed for a period of forty-five (45) calendar days.
    

    
          b)  Remedies Upon Event of Default.
      If any Event of Default occurs, the outstanding principal amount of this
      Debenture, plus accrued but unpaid interest, liquidated damages and
      other amounts owing in respect thereof through the date of acceleration,
      shall become, at the Holder’s election, immediately due and payable in
      cash at the Mandatory Default Amount. Commencing five (5) days after the
      occurrence of any Event of Default that results in the eventual
      acceleration of this Debenture, the interest rate on this Debenture
      shall accrue at an interest rate equal to the lesser of 18% per annum or
      the maximum rate permitted under applicable law. Upon the payment in
      full of the Mandatory Default Amount, the Holder shall promptly
      surrender this Debenture to or as directed by the Company. In connection
      with such acceleration described herein, the Holder need not provide,
      and the Company hereby waives, any presentment, demand, protest or other
      notice of any kind, and the Holder may immediately and without
      expiration of any grace period enforce any and all of its rights and
      remedies hereunder and all other remedies available to it under
      applicable law. Such acceleration may be rescinded and annulled by
      Holder at any time prior to payment hereunder and the Holder shall have
      all rights as a holder of the Debenture until such time, if any, as the
      Holder receives full payment pursuant to this Section 8(b). No such
      rescission or annulment shall affect any subsequent Event of Default or
      impair any right consequent thereon.
    

    

    

    
      
        

        

      

      
        
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      Section  9  .          Miscellaneous.
    

    
          a)  Notices. Any and all
      notices or other communications or deliveries to be provided by the
      Holder hereunder, including, without limitation, any Notice of
      Conversion, shall be in writing and delivered personally, by facsimile,
      or sent by a nationally recognized overnight courier service, addressed
      to the Company, at the address set forth above, or such other address as
      the Company may specify for such purpose by notice to the Holder
      delivered in accordance with this Section 9. Any and all notices or
      other communications or deliveries to be provided by the Company
      hereunder shall be in writing and delivered personally, by facsimile, or
      sent by a nationally recognized overnight courier service addressed to
      each Holder at the facsimile number or address of such Holder appearing
      on the books of the Company, or if no such facsimile number or address
      appears, at the principal place of business of the Holder. Any notice or
      other communication or deliveries hereunder shall be deemed given and
      effective on the earliest of (i) the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile
      number specified in this Section 9 prior to 5:30 p.m. (New York City
      time), (ii) the date immediately following the date of transmission, if
      such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section 9 between 5:30 p.m. (New York City
      time) and 11:59 p.m. (New York City time) on any date, (iii) the second
      Business Day following the date of mailing, if sent by nationally
      recognized overnight courier service, or (iv) upon actual receipt by the
      party to whom such notice is required to be given.
    

    
          b)  Absolute Obligation. Except
      as expressly provided herein, no provision of this Debenture shall alter
      or impair the obligation of the Company, which is absolute and
      unconditional, to pay the principal of, liquidated damages and accrued
      interest, as applicable, on this Debenture at the time, place, and rate,
      and in the coin or currency, herein prescribed. This Debenture is a
      direct debt obligation of the Company. This Debenture ranks pari
      passu with all other Debentures now or hereafter issued under the
      terms set forth herein.
    

    

    

    
      
        

        

      

      
        
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          c)  Lost or Mutilated Debenture.
      If this Debenture shall be mutilated, lost, stolen or destroyed, the
      Company shall execute and deliver, in exchange and substitution for and
      upon cancellation of a mutilated Debenture, or in lieu of or in
      substitution for a lost, stolen or destroyed Debenture, a new Debenture
      for the principal amount of this Debenture so mutilated, lost, stolen or
      destroyed, but only upon receipt of evidence of such loss, theft or
      destruction of such Debenture, and of the ownership hereof, reasonably
      satisfactory to the Company.
    

    
          d)  Governing Law. All
      questions concerning the construction, validity, enforcement and
      interpretation of this Debenture shall be governed by and construed and
      enforced in accordance with the internal laws of the State of New York,
      without regard to the principles of conflict of laws thereof. Each party
      agrees that all legal proceedings concerning the interpretation,
      enforcement and defense of the transactions contemplated by any of the
      Transaction Documents (whether brought against a party hereto or its
      respective Affiliates, directors, officers, shareholders, employees or
      agents) shall be commenced in the state and federal courts sitting in
      the City of New York, Borough of Manhattan (the “New York Courts”).
      Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the New York Courts for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein (including with respect to the enforcement of
      any of the Transaction Documents), and hereby irrevocably waives, and
      agrees not to assert in any suit, action or proceeding, any claim that
      it is not personally subject to the jurisdiction of such New York
      Courts, or such New York Courts are improper or inconvenient venue for
      such proceeding. Each party hereby irrevocably waives personal service
      of process and consents to process being served in any such suit, action
      or proceeding by mailing a copy thereof via registered or certified mail
      or overnight delivery (with evidence of delivery) to such party at the
      address in effect for notices to it under this Debenture and agrees that
      such service shall constitute good and sufficient service of process and
      notice thereof Nothing contained herein shall be deemed to limit in any
      way any right to serve process in any other manner permitted by
      applicable law. Each party hereto hereby irrevocably waives, to the
      fullest extent permitted by applicable law, any and all right to trial
      by jury in any legal proceeding arising out of or relating to this
      Debenture or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this
      Debenture, then the prevailing party in such action or proceeding shall
      be reimbursed by the other party for its attorneys’ fees and other costs
      and expenses incurred in the investigation, preparation and prosecution
      of such action or proceeding.
    

    
          e)  Waiver. Any waiver by the
      Company or the Holder of a breach of any provision of this Debenture
      shall not operate as or be construed to be a waiver of any other breach
      of such provision or of any breach of any other provision of this
      Debenture. The failure of the Company or the Holder to insist upon
      strict adherence to any term of this Debenture on one or more occasions
      shall not be considered a waiver or deprive that party of the right
      thereafter to insist upon strict adherence to that term or any other
      term of this Debenture. Any waiver by the Company or the Holder must be
      in writing.
    

    
          f)  Severability. If any
      provision of this Debenture is invalid, illegal or unenforceable, the
      balance of this Debenture shall remain in effect, and if any provision
      is inapplicable to any Person or circumstance, it shall nevertheless
      remain applicable to all other Persons and circumstances. If it shall be
      found that any interest or other amount deemed interest due hereunder
      violates the applicable law governing usury, the applicable rate of
      interest due hereunder shall automatically be lowered to equal the
      maximum rate of interest permitted under applicable law. The Company
      covenants (to the extent that it may lawfully do so) that it shall not
      at any time insist upon, plead, or in any manner whatsoever claim or
      take the benefit or advantage of, any stay, extension or usury law or
      other law which would prohibit or forgive the Company from paying all or
      any portion of the principal of or interest on this Debenture as
      contemplated herein, wherever enacted, now or at any time hereafter in
      force, or which may affect the covenants or the performance of this
      indenture, and the Company (to the extent it may lawfully do so) hereby
      expressly waives all benefits or advantage of any such law, and
      covenants that it will not, by resort to any such law, hinder, delay or
      impeded the execution of any power herein granted to the Holder, but
      will suffer and permit the execution of every such as though no such law
      has been enacted.
    

    

    

    
      
        

        

      

      
        
          18
        

        
          


        

      

      
        

        

      

    

    
          g)  Next Business Day. Whenever
      any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding
      Business Day.
    

    
          h)  Headings. The headings
      contained herein are for convenience only, do not constitute a part of
      this Debenture and shall not be deemed to limit or affect any of the
      provisions hereof.
    

    
          i)  Assumption. Any successor
      to the Company or any surviving entity in a Fundamental Transaction
      shall (i) assume, prior to such Fundamental Transaction, all of the
      obligations of the Company under this Debenture and the other
      Transaction Documents pursuant to written agreements in form and
      substance satisfactory to the Holder (such approval not to be
      unreasonably withheld or delayed) and (ii) issue to the Holder a new
      debenture of such successor entity evidenced by a written instrument
      substantially similar in form and substance to this Debenture,
      including, without limitation, having a principal amount and interest
      rate equal to the principal amount and the interest rate of this
      Debenture and having similar ranking to this Debenture, which shall be
      satisfactory to the Holder (any such approval not to be unreasonably
      withheld or delayed). The provisions of this Section 9(i) shall apply
      similarly and equally to successive Fundamental Transactions and shall
      be applied without regard to any limitations of this Debenture.
    

    
          j)  Secured Obligation. The
      obligations of the Company under this Debenture are secured by all
      assets of the Company pursuant to that certain Amended and Restated
      Security Agreement, dated as of February 24, 2010, between the Company,
      the Subsidiaries of the Company and the Secured Parties (as defined
      therein), as amended.
    

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

    

    

    
      
        

        

      

      
        
          19
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
      executed by a duly authorized officer as of the date first above
      indicated.
    

    

    

    
    	
           
        	
          
            NET TALK.COM, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Anastasios Kyriakides
          

        
	

        	

        	
          
            Name: Anastasios Kyriakides
          

        
	

        	

        	
          
            Title: CEO and President
          

        


    

    

    

    
      
        

        

      

      
        
          20
        

        
          


        

      

      
        

        

      

    

    
      ANNEX A
NOTICE OF CONVERSION
    

    
      The undersigned hereby elects to convert principal under the 12% Senior
      Secured Convertible Debenture of NET TALK.COM, INC., a Florida
      corporation (the “Company”), due on June 30, 2011 (No.
      CD-09-01), into shares of common stock, par value $.001 per share (the “Common
      Stock”), of the Company according to the conditions hereof, as of
      the date written below. If shares are to be issued in the name of a
      person other than the undersigned, the undersigned will pay all transfer
      taxes payable with respect thereto and is delivering herewith such
      certificates and opinions as reasonably requested by the Company in
      accordance therewith. No fee will be charged to the holder for any
      conversion, except for such transfer taxes, if any.
    

    
      By the delivery of this Notice of Conversion the undersigned represents
      and warrants to the Company that its ownership of the Common Stock does
      not exceed the amounts determined in accordance with Section 13(d) of
      the Exchange Act, specified under Section 4 of this Debenture.
    

    
      The undersigned agrees to comply with the prospectus delivery
      requirements under the applicable securities laws in connection with any
      transfer of the aforesaid shares of Common Stock.
    

    
      Conversion calculations:
    

    
    	
           
        	
          Date to Effect Conversion:
        
	

        	
           
        
	

        	
          Principal Amount of Debenture to be Converted:
        
	

        	
           
        
	

        	
          
            Payment of Interest in Common Stock      yes      no
          

        
	

        	
           
        
	

        	
          
            If yes, $         of Interest Accrued on Account of Conversion at
            Issue.
          

        
	

        	
           
        
	

        	
          Number of shares of Common Stock to be issued:
        
	

        	
           
        
	

        	
          Signature:
        
	

        	
           
        
	

        	
          Name:
        
	

        	
           
        
	

        	
          Address:
        


    

    

    

    
      
        

        

      

      
        
          21
        

        
          


        

      

      
        

        

      

    

    
      Schedule 1
    

    
      CONVERSION SCHEDULE
    

    
      The 12% Senior Secured Convertible Debenture due on June 30, 2011, in
      the aggregate principal amount of $3,146,000 issued by Net Talk.com,
      Inc. (No. CD-09-01). This Conversion Schedule reflects conversions made
      under Section 4 of the above referenced Debenture.
    

    
      Dated:
    

    
      

      


    

    
    	
          
             
          

          
             
          

          
            Date of Conversion
(or for first entry,
Original Issue Date)
          

        	
          
             
          

          
             
          

          
            Amount of
Conversion
          

        	
          
            Aggregate
Principal
Amount
Remaining
Subsequent to
Conversion
(or
            original
Principal
Amount)
          

        	
          
             
          

          
             
          

          
             
          

          
            Company Attest
          

        


    

    
      

      22