Exhibit 4.1

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.

                     JANUARY 14, 2009 CONVERTIBLE DEBENTURE
                     --------------------------------------
                              DUE FEBRUARY 28, 2009
                              ---------------------

US $30,000.00
                                                                January 14, 2009

     FOR VALUE RECEIVED, PlanGraphics, INC. (the "Maker" or the "Company"), a
Colorado corporation, having a place of business at 112 Est Main Street,
Frankfort, Kentucky, promises to pay to the order of Nutmeg/Fortuna Fund, LLLP
(the "Holder"), an Illinois Limited Liability Company having a place of business
at 155 Revere Dr., Suite 10, Northbrook, Illinois 60062, or such address as the
Holder may from time to time designate in writing to the Maker, the principal
sum of Thirty Thousand Dollars and No Cents ($30,000.00) as set forth in
Paragraph below.

     1. Payments and Interest

          a.   Principal and Interest under this note shall be due and payable
               on or before February 28, 2009 (the "Maturity Date").

          b.   The Payments must be made in US Dollars, by check or wire
               transfer. Payments shall be considered made on the date upon
               which the Holder receives the payment. If payment is made by
               check and the check is returned by the bank, or otherwise does
               not clear, then payment will not be considered to have been made,
               regardless of date the check was received.

          c.   Interest on this Note shall accrue at a rate of 6% per annum
               simple interest.

     2. Default

          a.   The following shall constitute "Events of Default" under this
               Note:

               i.   The Maker fails to make any payment required by this Note
                    within 10 days of its due date.

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               ii.  The Maker becomes insolvent or unable to pay his debts as
                    they mature or makes an assignment for the benefit of
                    creditors, or any proceeding is instituted by or against the
                    Maker alleging that the Maker is insolvent or unable to pay
                    its debts as they mature, and any such proceeding, if
                    involuntary, is not dismissed or stayed on appeal or
                    otherwise within 30 days.

          b.   Upon the occurrence of an Event of Default:

               i.   the entire unpaid principal amount of this Note shall at
                    once become due and payable without requiring notice by the
                    Holder. Failure to provide notice shall not constitute a
                    waiver of this right; and

               ii.  Conversions.

                    1.   If there has been a default, at any time until this
                         Debenture is no longer outstanding, this Debenture
                         shall be convertible, in whole or in part, into shares
                         of Common Stock at the sole option of the Holder, at
                         any time and from time to time (subject to the
                         conversion limitations set forth herein). The Holder
                         shall effect conversions by delivering to the Company a
                         Notice of Conversion, the form of which is attached
                         hereto as Schedule 1 (each, 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, 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.

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                    2.   Conversion Price. The "Conversion Price" in effect on
                         any Conversion Date shall be equal to the lesser of (a)
                         $0.002 per share, (b) fifty percent (50%) of the
                         average closing price for Common Stock for the five
                         trading days immediately prior to the Conversion Date.

                    3.   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 2(c), beneficial ownership shall be calculated
                         in accordance with Section 13(d) of the Exchange Act
                         and the rules and regulations promulgated thereunder.
                         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 2(c). Any such increase or decrease will not be
                         effective until the 61st day after such notice is
                         delivered to the Company.

               3.   Maker recognizes that this Note represents moneys that were
                    advanced for a use in a business venture and constitutes a
                    business loan. Maker expressly represents that this loan is
                    for business purposes and therefore meets the business loan
                    exemption from Illinois usury laws.

               4.   It is the intent of the parties that in no event shall the
                    amount of interest due or payment in the nature of interest
                    payable hereunder exceed the maximum rate of interest
                    permitted by applicable law, as may be in effect from
                    time-to-time, and in the event the amount of interest due or
                    payable hereunder exceeds such maximum rate, interest shall
                    be reduced to the maximum amount that is permitted by
                    applicable law and the payment of any such excess shall be
                    deemed to be a prepayment of principal.

               5.   This Note shall be governed and construed in accordance with
                    the laws of the State of Illinois, without regard to
                    conflict of laws principles thereof. The Maker hereby
                    consents to the jurisdiction of the courts located in Cook
                    County, Illinois, as the exclusive forum to resolve any
                    disputes arising out of this Note. The Maker hereby waives
                    any objection it may have to the jurisdiction of such courts
                    or the laying of venue in such counties.

               6.   The Maker agrees to pay or reimburse the Holder and any
                    other holder hereof of all costs and expenses of enforcing,
                    and preserving its rights under this Note or any guarantee,
                    document or instrument executed in the connection herewith
                    (including reasonable attorneys' fees and costs and
                    reasonable time charges of attorneys who may be employees of
                    the Holder, whether in or out of court, in original or
                    appellate proceedings or in bankruptcy.)

               7.   Except as provided in this Note, presentment, protest,
                    notice, notice of dishonor, demand for payment, notice of
                    protest and notice of non-payment are hereby waived.

               8.   The failure or delay by the Holder of this Note in
                    exercising any of his rights hereunder in any instance shall
                    not constitute a waiver thereof in that or any other
                    instance. The Holder of this Note may not waive any of its
                    rights, except in an instrument in writing signed by the
                    Holder.

               9.   This Note may not be amended except in a writing signed by
                    the Maker and the Holder.



                                           By:  /S/ John C. Antenucci
                                           Printed Name:  John C. Antenucci
                                           Date January 14, 2009

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                                   Schedule 1

                              NOTICE OF CONVERSION

         The undersigned hereby elects to convert principal under the JANUARY
14, 2009, SECURED CONVERTIBLE DEBENTURE due FEBRUARY 28, 2009 of PlanGraphics,
Inc., a Colorado 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.

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:

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                                            Or
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                                            DWAC Instructions:

                                            Broker No:
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                                            Account No:
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