ex4_2.htm


    
      

    

    Exhibit
      4.2

    


    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF
      THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

    


    Original
      Issue Date: December __,
      2007

    Original
      Conversion Price (subject to adjustment herein): $[____1

    


    $_______________

    


    


    8%
      SECURED CONVERTIBLE
      DEBENTURE

    DUE
      DECEMBER ___,
      2009

    


    THIS
      DEBENTURE is one of a series of
      duly authorized and validly issued 8% Secured Convertible Debentures of
      uVuMobile Inc., a Delaware corporation, (the “Company”), having
      its
      principal place of business at 2160 Satellite Boulevard, Suite 130, Duluth,
      Georgia  30097, designated as its 8% Secured Convertible Debenture due
      December ___, 2009 (this debenture, the “Debenture” and,
      collectively with the other debentures of such series, the “Debentures”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to ________________________ or its
      registered assigns (the “Holder”), or shall
      have paid pursuant to the terms hereunder, the principal sum of $_______________
      on December ___, 2009 (the “Maturity Date”) or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder, 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:

    
 

    ________________  
      1
        The lesser of 65%
        of the average of the VWAPs for the 20 Trading Days prior to the date of
        the
        Purchase Agreement or $[.10]

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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 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 any Saturday, any 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.

    


    “Buy-In”
shall
      have
      the meaning set forth in Section 4(d)(v).

    


    “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 50% 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 50% 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
      50% of the aggregate voting power of the acquiring entity immediately after
      the
      transaction, or (iv) a replacement at one time or within a three year period
      of
      more than one-half of the members of the Company’s board of directors 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.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “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).

    


    “Effectiveness
      Period”
shall have the meaning set forth in the Registration Rights
      Agreement.

    


    “Equity
      Conditions”
means, during the period in question, (i) the Company shall have duly
      honored
      all conversions and redemptions scheduled to occur or occurring by virtue of
      one
      or more Notices of Conversion of the Holder, if any, (ii) the Company shall
      have
      paid all liquidated damages and other amounts owing to the Holder in respect
      of
      this Debenture, (iii) there is an effective Registration Statement pursuant
      to which the Holder is permitted to utilize the prospectus thereunder to resell
      all of the shares issuable pursuant to the Transaction Documents (and the
      Company believes, in good faith, that such effectiveness will continue
      uninterrupted for the foreseeable future), (iv) the Common Stock is trading
      on a
      Trading Market and all of the shares issuable pursuant to the Transaction
      Documents are listed or quoted for trading on such Trading Market (and the
      Company believes, in good faith, that trading of the Common Stock on a Trading
      Market will continue uninterrupted for the foreseeable future), (v) there is
      a
      sufficient number of authorized but unissued and otherwise unreserved shares
      of
      Common Stock for the issuance of all of the shares issuable pursuant to the
      Transaction Documents, (vi) there is no existing Event of Default or no existing
      event which, with the passage of time or the giving of notice, would constitute
      an Event of Default, (vii) the issuance of the shares in question to the Holder
      would not violate the limitations set forth in Section 4(c) herein, (viii)
      there
      has been no public announcement of a pending or proposed Fundamental Transaction
      or Change of Control Transaction that has not been consummated, (ix) the Holder
      is not in possession of any information provided by the Company that
      constitutes, or may constitute, material non-public information and (x) for
      each
      Trading Day in a period of 20 consecutive Trading Days prior to the applicable
      date in question, the average weekly dollar trading volume for the Common Stock
      on the principal Trading Market exceeds $100,000 per week for the four weeks
      immediately prior to the applicable date in question.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “Forced
      Conversion”
shall have the meaning set forth in Section 6(a).

    


    “Forced
      Conversion
      Date” shall have the meaning set forth in Section 6(a).

    


    “Forced
      Conversion
      Notice” shall have the meaning set forth in Section 6(a).

    


    “Forced
      Conversion Notice
      Date” shall have the meaning set forth in Section 6(a).

    


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

    


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

    


    “Mandatory
      Default
      Amount”  means the sum of (i) the greater of (A) 130% of the
      outstanding principal amount of this Debenture, plus 100% of 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).

    


    “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 indebtedness evidenced by the
      Debentures.

    


    “Permitted
      Lien” means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Company) have been established
      in
      accordance with GAAP; (b) Liens imposed by law which were incurred in the
      ordinary course of the Company’s business, such as carriers’, warehousemen’s and
      mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
      the ordinary course of the Company’s business, and which (x) do not individually
      or in the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of the
      Company and its consolidated Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of
      preventing for the foreseeable future the forfeiture or sale of the property
      or
      asset subject to such Lien and (c) Liens incurred in connection with Permitted
      Indebtedness.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Purchase
      Agreement”
means the Securities Purchase Agreement, dated as of December __, 2007
      among the
      Company and the original Holders, as amended, modified or supplemented from
      time
      to time in accordance with its terms.

    


    “Registration
      Rights
      Agreement” means the Registration Rights Agreement, dated as of the date
      of the Purchase Agreement, among the Company and the original Holders, 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, names the Holder 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.

    


    “Threshold
      Period”
shall have the meaning set forth in Section 6(a).

    


    “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 Global Market, the Nasdaq Global Select Market,
      the
      New York Stock Exchange or the OTC Bulletin Board.

    


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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “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.

    


    Section
      2.           
 Interest.

    


    a)           Payment
      of Interest in
      Cash. The Company shall pay interest to the Holder on the aggregate
      unconverted and then outstanding principal amount of this Debenture at the
      rate
      of 8% per annum, payable quarterly on January 1, April 1, July 1 and October
      1,
      beginning on the first such date after the Original Issue Date, on each
      Conversion Date (as to that principal amount then being converted), and on
      the
      Maturity Date (each such date, an “Interest Payment
      Date”) (if any Interest Payment Date is not a Business Day, then the
      applicable payment shall be due on the next succeeding Business Day), in
      cash.

    


    b)           Interest
      Calculations. Interest shall be calculated on the basis of a 360-day
      year, consisting of twelve 30 calendar day periods, and shall accrue daily
      commencing on the Original Issue Date until payment in full of the outstanding
      principal, 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) herein.  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 entail 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 actual payment in full.

    


    d)           Prepayment.  Except
      as otherwise set forth in this Debenture, the Company may not prepay any portion
      of the principal amount of this Debenture without the prior written consent
      of
      the Holder.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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 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.

    


    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 (such
      date, the “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 2 Business Days of delivery of such Notice
      of
      Conversion.  In the event of any dispute or discrepancy, the records
      of the Holder shall be controlling and determinative in the absence of manifest
      error. 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.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    b)           Conversion
      Price.  The conversion price in effect on any Conversion Date
      shall be equal to $[____2,
subject
      to adjustment herein
      (the “Conversion
      Price”).

    


    c)           Conversion
      Limitations.  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, the Holder (together with the
      Holder’s Affiliates, and any other person or entity acting as a group together
      with the Holder or any of the 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 the 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 the 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 the Holder or any of its Affiliates.  Except as set
      forth in the preceding sentence, for purposes of this Section 4(c), 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) applies, the
      determination of whether this Debenture is convertible (in relation to other
      securities owned by the Holder together with any Affiliates) and of which
      principal amount of this Debenture is convertible shall be in the sole
      discretion of the Holder, and the submission of a Notice of Conversion shall
      be
      deemed to be the Holder’s determination of whether this Debenture may be
      converted (in relation to other securities owned by the Holder together with
      any
      Affiliates) and which principal amount of this Debenture is convertible, in
      each
      case subject to the Beneficial Ownership Limitation. To ensure compliance with
      this restriction, the 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), in determining
      the number of outstanding shares of Common Stock, the 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 periodic or annual report, 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 the 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 the 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 Holder, upon not less than 61 days’ prior notice to the
      Company, may increase or decrease the Beneficial Ownership Limitation provisions
      of this Section 4(c), provided that the Beneficial Ownership Limitation in
      no
      event exceeds 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) shall continue to apply.  Any such increase or decrease
      will not be effective until the 61st
      day after such
      notice is delivered 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) 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.

    
________________ 

    
      2
        The lesser of 65%
        of the average of the VWAPs for the 20 Trading Days prior to the date of
        the
        Purchase Agreement or [$0.10.]

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              d)

            	
              Mechanics
                of
                Conversion.

            


    

    


    i.           Conversion
      Shares Issuable
      Upon Conversion of Principal Amount.  The number of Conversion
      Shares 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 three 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, 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 Conversion Shares 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, 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 third 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
      to the Company the Common Stock certificates representing the principal amount
      of this Debenture unsuccessfully tendered for conversion to the
      Company.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 the 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 third Trading Day after the Conversion
      Date,
      the Company shall pay to the Holder, in cash, as liquidated damages and not
      as a
      penalty, for each $1000 of principal amount being converted, $10 per Trading
      Day
      (increasing to $20 per Trading Day on the fifth Trading Day after such
      liquidated damages begin to accrue) for each Trading Day after such third
      Trading Day 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 the 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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    v.           Compensation
      for Buy-In on
      Failure to Timely Deliver Certificates Upon Conversion. In addition to
      any other rights available to the Holder, if the Company fails for any reason
      to
      deliver to the Holder such certificate or certificates by the Share Delivery
      Date pursuant to Section 4(d)(ii), and if after such Share Delivery Date the
      Holder is required by its brokerage firm to purchase (in an open market
      transaction or otherwise), or the Holder’s brokerage firm otherwise purchases,
      shares of Common Stock to deliver in satisfaction of a sale by the Holder of
      the
      Conversion Shares which the Holder was entitled to receive upon the conversion
      relating to such Share Delivery Date (a “Buy-In”), then the
      Company shall (A) pay in cash to the Holder (in addition to any other remedies
      available to or elected by the Holder) the amount by which (x) the Holder’s
      total purchase price (including any brokerage commissions) for the Common Stock
      so purchased exceeds (y) the product of (1) the aggregate number of shares
      of
      Common Stock that the Holder was entitled to receive from the conversion at
      issue multiplied by (2) the actual sale price at which the sell order giving
      rise to such purchase obligation was executed (including any brokerage
      commissions) and (B) at the option of the Holder, either reissue (if
      surrendered) this Debenture in a principal amount equal to the principal amount
      of the attempted conversion or deliver to the Holder the number of shares of
      Common Stock that would have been issued if the Company had timely complied
      with
      its delivery requirements under Section 4(d)(ii).  For example, if the
      Holder purchases Common Stock having a total purchase price of $11,000 to cover
      a Buy-In with respect to an attempted conversion of this Debenture with respect
      to which the actual sale price of the Conversion Shares (including any brokerage
      commissions) giving rise to such purchase obligation was a total of $10,000
      under clause (A) of the immediately preceding sentence, the Company shall be
      required to pay the Holder $1,000.  The Holder shall provide the
      Company written notice indicating the amounts payable to the Holder in respect
      of the Buy-In and, upon request of the Company, evidence of the amount of such
      loss.  Nothing herein shall limit a Holder’s right to pursue any other
      remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Company’s failure to timely deliver certificates representing
      shares of Common Stock upon conversion of this Debenture as required pursuant
      to
      the terms hereof.

    


    vi.           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 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 of Section 5) upon
      the conversion of the outstanding principal amount of this
      Debenture.  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.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    vii.           Fractional
      Shares. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the conversion of this Debenture.  As to any fraction of a share which
      Holder would otherwise be entitled to purchase upon such conversion, the Company
      shall at its election, either pay a cash adjustment in respect of such final
      fraction in an amount equal to such fraction multiplied by the Conversion Price
      or round up to the next whole share.

    


    viii.           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 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) pays a stock dividend or otherwise makes a distribution
      or
      distributions payable in shares of Common Stock on shares of Common Stock or
      any
      Common Stock Equivalents (which, for avoidance of doubt, shall not include
      any
      shares of Common Stock issued by the Company upon conversion of the Debentures);
      (B) subdivides outstanding shares of Common Stock into a larger number of
      shares; (C) combines (including by way of a reverse stock split) outstanding
      shares of Common Stock into a smaller number of shares; or (D) 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.

    

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    b)           Subsequent
      Equity
      Sales.  If, at any time while this Debenture is
      outstanding,  the Company or any Subsidiary, as applicable, sells or
      grants any option to purchase or sells or grants any right to reprice, 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.  If the Company enters into a Variable Rate
      Transaction, despite the prohibition set forth in the Purchase Agreement, the
      Company shall be deemed to have issued Common Stock or Common Stock Equivalents
      at the lowest possible conversion price at which such securities may be
      converted or exercised. The Company shall notify the Holder in writing, no
      later
      than 1 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.

     

    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.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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.

     

    i.           Adjustment
      to Conversion
      Price.  Whenever the Conversion Price is adjusted pursuant to
      any provision of this Section 5, the Company shall promptly deliver 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.

    


    ii.           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 filed at each office
      or agency maintained for the purpose of conversion of this Debenture, and shall
      cause to be delivered to the Holder at its last address as it shall appear
      upon
      the Debenture Register, at least 15 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
      15-day period commencing on the date of such notice through the effective date
      of the event triggering such notice.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      6.            
Forced
      Conversion.

    


    a)           Forced
      Conversion.
      Notwithstanding anything herein to the contrary, if after the Effective Date,
      the VWAP for each of any 20 consecutive Trading Days, which period shall have
      commenced only after the Effective Date (such period the “Threshold Period”),
      exceeds [$___3
      (subject to adjustment for reverse and forward stock splits, stock dividends,
      stock combinations and other similar transactions of the Common Stock that
      occur
      after the Original Issue Date), the Company may, within 2 Trading Days after
      the
      end of any such Threshold Period, deliver a written notice to the Holder (a
      “Forced Conversion
      Notice” and the date such notice is delivered to the Holder, the “Forced Conversion
      Notice
      Date”) to cause the Holder to convert all or part of the then outstanding
      principal amount of this Debenture, it being agreed that the “Conversion Date”
for purposes of Section 4 shall be deemed to occur on the third Trading Day
      following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion
      Date”).  The Company may not deliver a Forced Conversion
      Notice, and any Forced Conversion Notice delivered by the Company shall not
      be
      effective, unless all of the Equity Conditions are met (unless waived in writing
      by the Holder) on each Trading Day occurring during the applicable Threshold
      Period through and including the later of the Forced Conversion Date and the
      Trading Day after the date such Conversion Shares pursuant to such conversion
      are delivered to the Holder.  Any Forced Conversion shall be applied
      ratably to all Holders based on their initial purchases of Debentures pursuant
      to the Purchase Agreement, provided that any voluntary conversions by a Holder
      shall be applied against the Holder’s pro rata allocation, thereby decreasing
      the aggregate amount forcibly converted hereunder if only a portion of this
      Debenture is forcibly converted.  For purposes of clarification, a
      Forced Conversion shall be subject to all of the provisions of Section 4,
      including, without limitation, the provision requiring payment of accrued but
      unpaid interest and liquidated damages and limitations on
      conversions.

    


    Section
      7.           
Negative
      Covenants. As long as any portion of this Debenture remains outstanding,
      unless the holders of at least 85% in principal amount of the then outstanding
      Debentures shall have otherwise given prior written consent, the Company shall
      not, and shall not permit any of its subsidiaries (whether or not a Subsidiary
      on the Original Issue Date) to, directly or indirectly:

     

    ________________
      3
        400% of the
        Conversion Price

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    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;

    


    c)           amend
      its charter documents, including, without limitation, its certificate of
      incorporation and bylaws, in any manner that materially and adversely affects
      any rights of the Holder (other than an amendment for the Authorized Share
      Approval);

    


    d)           repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a deminimis
      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)           repay,
      repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness,
      other than the Debentures if on a pro-rata basis, other than regularly scheduled
      principal and interest payments as such terms are in effect as of the Original
      Issue Date;

    


    f)           pay
      cash dividends or distributions on any equity securities of the
      Company;

    


    g)           enter
      into any transaction with any Affiliate of the Company which would be required
      to be disclosed in any public filing with the Commission, unless such
      transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    h)           enter
      into any agreement with respect to any of the foregoing.

    


    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):


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 3 Trading Days;

    


    ii.           the
      Company shall fail to observe or perform any other covenant or agreement
      contained in the Debentures (other than a breach by the Company of its
      obligations to deliver shares of Common Stock to the Holder upon conversion,
      which breach is addressed in clause (xi) below) which failure is not cured,
      if
      possible to cure, within the earlier to occur of (A) 5 Trading Days after notice
      of such failure sent by the Holder or by any other Holder and (B) 10 Trading
      Days after the Company has become or should have become aware of such
      failure;

    


    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 $150,000, 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;


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    vii.           the
      Common Stock shall not be eligible for listing or quotation for trading on
      a
      Trading Market and shall not be eligible to resume listing or quotation for
      trading thereon within five Trading Days;

    


    viii.           the
      Company shall be a party to any Change of Control Transaction or Fundamental
      Transaction or shall agree to sell or dispose of all or in excess of 33% of
      its
      assets in one transaction or a series of related transactions (whether or not
      such sale would constitute a Change of Control Transaction);

    


    ix.           the
      Initial Registration Statement (as defined in the Registration Rights Agreement)
      shall not have been declared effective by the Commission on or prior to the
      180th calendar
      day
      after the Closing Date;

    


    x.           if,
      during the Effectiveness Period (as defined in the Registration Rights
      Agreement), either (a) the effectiveness of the Registration Statement lapses
      for any reason or (b) the Holder shall not be permitted to resell Registrable
      Securities (as defined in the Registration Rights Agreement) under the
      Registration Statement for a period of more than 30 consecutive Trading Days
      or
      60 non-consecutive Trading Days during any 12 month period; provided, however,
      that if the
      Company is negotiating a merger, consolidation, acquisition or sale of all
      or
      substantially all of its assets or a similar transaction and, in the written
      opinion of counsel to the Company, the Registration Statement would be required
      to be amended to include information concerning such pending transaction(s)
      or
      the parties thereto which information is not available or may not be publicly
      disclosed at the time, the Company shall be permitted an additional 10
      consecutive Trading Days during any 12 month period pursuant to this Section
      8(a)(x);

    


    xi.           the
      Company shall fail for any reason to deliver certificates to a Holder prior
      to
      the seventh Trading Day after a Conversion Date or any Forced 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;

    


    xii.           the
      Company shall fail to obtain the Authorized Share Approval within 90 calendar
      days of the Closing Date; or

    


    xiii.           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 45 calendar
      days.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    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 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.

    


    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 facsimile number or 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
      the 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 paripassu
      with all other
      Debentures now or hereafter issued under the terms set forth
      herein.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    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.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    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.

    


    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.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    j)           Secured
      Obligation.  The obligations of the Company under this
      Debenture are secured by all assets of the Company and each Subsidiary pursuant
      to the Security Agreement, dated as of December ___, 2007, between the Company,
      the Subsidiaries of the Company and the Secured Parties (as defined
      therein).

    


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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      	 	
              UVUMOBILE,
                INC.

            
	 	 
	 	 
	 	
              By:
                

            	 
	 	 	
              Name: 
                William J. Loughman

            
	 	 	
              Title: 
                Chief Executive Officer

            
	 	
              Facsimile
                No. for delivery of Notices: (770)
                622-4437

            


    

    

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      



    ANNEX
      A

    


    NOTICE
      OF
      CONVERSION

    


    


    The
      undersigned hereby elects to
      convert principal under the 8% Secured Convertible Debenture due December ___,
      2009 of uVuMobile, Inc., a Delaware corporation (the “Company”), into
      shares of common stock (the “Common Stock”), of
      the Company according to the conditions hereof, as of the date written
      below.  If shares of Common Stock 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 specified under
      Section 4 of this Debenture, as determined in accordance with Section 13(d)
      of
      the Exchange Act.

    


    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:

            
	 	 
	 	 
	 	
              Number
                of shares of Common Stock to be issued:

            
	 	 
	 	 
	 	
              Signature:

            
	 	 
	 	
              Name:

            
	 	 
	 	
              Address
                for Delivery of Common Stock Certificates:

            
	 	 
	 	
              Or

            
	 	 
	 	
              DWAC
                Instructions:

            
	 	 
	 	
              Broker
                No:______________

            
	 	
              Account
                No:____________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      8%
      Secured Convertible Debentures due on December ___, 2009 in the aggregate
      principal amount of $____________ are issued by uVuMobile, Inc.  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

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     26