Exhibit 10.4
    

    
      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 THAT CERTAIN SENIOR SECURED
      CONVERTIBLE PROMISSORY NOTE DATED SEPTEMBER 25, 2009, IN THE PRINCIPAL
      AMOUNT OF $1,100,000, EXECUTED BY NET TALK.COM, INC. AND IS AN
      EXTENSION, CONTINUATION AND RENEWAL OF THE INDEBTEDNESS REPRESENTED BY
      SUCH NOTE.  THE INDEBTEDNESS EVIDENCED BY SUCH NOTE HAS NOT BEEN PAID OR
      EXTINGUISHED BY THIS NOTE, AND THIS NOTE DOES NOT CONSTITUTE A NOVATION
      OF SUCH INDEBTEDNESS OR NOTE.
    

    
      12% SENIOR SECURED CONVERTIBLE DEBENTURE
DUE September 25,
      2011
    

    
      No.: CD-09-03
    

    
      Original Issue Date: September 25, 2009 (as amended and restated
      February 24, 2010)
    

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

    
      Principal Amount: $1,265,607
    

    
      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 September 25, 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
      $1,265,607, by September 25, 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 Agreement (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 Agreement” means the Securities Purchase
      Agreement among the Company and the original Holders, dated as of
      September 25, 2009, as amended by that certain Securities Purchase
      Agreement dated February 24, 2010 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 Holder,
      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 Agreement.
    

    
      “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 Agreement.
    

    
      “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 prepayment
      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.
    

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

    

    

    
      
        

        

      

      
        
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      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). 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.
    

    

    

    
      
        

        

      

      
        
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      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 Agreement) 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. hi 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 Agreement) 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.
    

    
      vii.      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.
    

    

    

    
      
        

        

      

      
        
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      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;
    

    
      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;
    

    

    

    
      
        

        

      

      
        
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      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;
    

    
      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;
    

    

    

    
      
        

        

      

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

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

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

    

    

    
      
        

        

      

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

    
      f)                 Severability.
      If any provision of this Debenture is invalid, illegal or unenforceable,
      the balance of this Debenture shall remain in effect, and if any
      provision is inapplicable to any Person or circumstance, it shall
      nevertheless remain applicable to all other Persons and circumstances.
      If it shall be found that any interest or other amount deemed interest
      due hereunder violates the applicable law governing usury, the
      applicable rate of interest due hereunder shall automatically be lowered
      to equal the maximum rate of interest permitted under applicable law.
      The Company covenants (to the extent that it may lawfully do so) that it
      shall not at any time insist upon, plead, or in any manner whatsoever
      claim or take the benefit or advantage of, any stay, extension or usury
      law or other law which would prohibit or forgive the Company from paying
      all or any portion of the principal of or interest on this Debenture as
      contemplated herein, wherever enacted, now or at any time hereafter in
      force, or which may affect the covenants or the performance of this
      indenture, and the Company (to the extent it may lawfully do so) hereby
      expressly waives all benefits or advantage of any such law, and
      covenants that it will not, by resort to any such law, hinder, delay or
      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.
    

    

    

    
      
        

        

      

      
        
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      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 Of 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 the 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.
    

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

    

    

    
      
        

        

      

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

    
    	
           
        	
          
            NET TALK.COM, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Anastasios Kyriakides
          

        
	

        	

        	
          
            Name: Anastasios Kyriakides
          

        
	

        	

        	
          
            Title: CEO and President
          

        


    

    

    

    
      
        

        

      

      
        
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      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 September 25, 2011 (No.
      CD-09-03), 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 Debentures due on September 25, 2011,
      in the aggregate principal amount of $1,265,607 issued by Net Talk.com,
      Inc. (No. CD-09-03). 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