f8k013009ex4ii_bioneut.htm


     

     

    Exhibit 4.2



    
      BIONEUTRAL
GROUP, INC.

      AGREEMENT
TO CONVERT

      BIONEUTRAL
DEBENTURE

      


      


      WHEREAS,
Bioneutral Group, Inc. (the “Company”) offered for
sale to _____________, the undersigned debenture holder, (the “Holder”) a debenture
in the principal amount of $100,000 dated December __, 2008 (the “Debenture”).

      


      WHEREAS,
on January __, 2009, Bioneutral Group, Inc. (formerly, Moonshine Creations,
Inc.) entered into a Share Exchange Transaction with Bioneutral Laboratories
Corporation USA (the “Share Exchange
Agreement”).

      


      WHEREAS,
in connection with the Share Exchange Transaction, the Company and the Holder
agree to convert the Debenture into common stock of Bioneutral Group, Inc., par
value $0.00001, (the “Common Stock”) at a rate of $1.00 per share of Common
Stock.

      


      NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

       

      
        	
                1.  

              	
                Conversion
      of Debenture.  The Holder hereby agrees to convert the full face
      amount of the Debenture in the amount of $100,000 into shares of Common
      Stock at a conversion price of $1.00 per share and the Company hereby
      agrees to convert the Debenture into shares of Common Stock and issue
      100,000 shares of Common Stock to the
Holder.

              


      

       

      
        	
                2.  

              	
                Delivery
      of Shares.  Bioneutral shall deliver the full 100,000 shares of
      Common Stock to the Holder within five (5) days following the closing date
      of the Share Exchange Agreement.

              


      

       

      
        	
                3.  

              	
                Effective
      Date.  This Agreement shall become effective upon the signing of
      this Agreement.

              


      

       

      
        	
                4.  

              	
                Headings.  The
      headings of this Agreement are for convenience of reference only and shall
      not form part of, or affect the interpretation of, this
      Agreement.

              


      

       

      
        	
                5.  

              	
                Severability.  In
      the event that any provision of this Agreement is invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be
      deemed inoperative to the extent that it may conflict therewith and shall
      be deemed modified to conform with such statute or rule of
      law.  Any provision hereof which may prove invalid or
      unenforceable under any law shall not affect the validity or
      enforceability of any other provision
hereof.

              


      

       

      
        	
                6.  

              	
                Entire
      Agreement; Amendments.  This Agreement contains the entire
      understanding of the parties with respect to the matters covered herein
      and therein and, except as specifically set forth herein, neither of the
      undersigned make any
representation,

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                7.  

              	
                warranty,
      covenant or undertaking with respect to such matters.  No
      provision of this Agreement may be waived or amended other than by an
      instrument in writing signed by the party to be charged with
      enforcement.

              


      

       

      
        	
                8.  

              	
                Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of
Nevada.

              


      

       

      


       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to Convert the
Bioneutral Debenture as of the day and year first above written.

       

      


       

      COMPANY:
BIONEUTRAL GROUP, INC.

       

      


      By:  ______________________

      Name: Stephen
Browand

      Title:    Director

      


      


      


      [BUYER]

      


      


      By:  ______________________

      Name:

      Title: