Unassociated Document


     

    
      Exhibit
        10.12

       

    EXHIBIT
      A

    


    THIS
      SECURITY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN
      THE
      MANNER AND TO THE EXTENT SET FORTH IN THE ARCHER INTERCREDITOR AGREEMENTS (AS
      SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND EACH HOLDER OF THIS
      SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS
      OF THE ARCHER INTERCREDITOR AGREEMENT.

    


    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: November ___, 2008

    Original
      Conversion Price (subject to adjustment herein): $0.24

    


    $_______________

    


    


    ORIGINAL
      ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE

    DUE
      NOVEMBER ___, 2015

    


    THIS
      ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of
      duly
      authorized and validly issued Original Issue Discount Secured Convertible
      Debentures of Capital Growth Systems, Inc., a Florida corporation, (the
“Company”),
      having its principal place of business at 500 W. Madison Street, Suite 2060,
      Chicago, Illinois 60661, designated as its Original Issue Discount Secured
      Convertible Debenture due on the day immediately preceding the one year
      anniversary of the Original Issue Date (the “Termination
      Date”),
      provided that if the Final Closing Date, as that term is defined herein occurs
      before such date, this Debenture will be due on the seven year anniversary
      of
      the Original Issue Date (the “Extended
      Termination Date”)
      (this
      debenture, the “Debenture”
and,
      collectively with the other debentures of such series, the “Debentures”).

    

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    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 the later to occur of the Termination Date or the Extended
      Termination Date (the “Maturity
      Date”)
      or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder, and to pay default interest, if any, to the Holder on the
      then outstanding and unconverted and unredeemed principal amount of this
      Debenture in accordance with the provisions hereof. This Debenture is subject
      to
      the following additional provisions:

    


    Section
      1. Definitions.
      For the
      purposes hereof, in addition to the terms defined elsewhere in this Debenture,
      (a) capitalized terms not otherwise defined herein shall have the meanings
      set
      forth in the Purchase Agreement 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).

    


    “Beneficial
      Ownership Limitation”
shall
      have the meaning set forth in Section 4(c). 

    


    “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.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “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 (a) 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 40% 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), (b) 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 60% of the
      aggregate voting power of the Company or the successor entity of such
      transaction, or (c) 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 60% of the aggregate voting power of
      the
      acquiring entity immediately after the transaction, (d) a replacement at one
      time or within a three year period of more than one-half of the members of
      the
      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 (e)
      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
      (a)
      through (d) above.

    


    “Conversion”
shall
      have the meaning ascribed to such term in Section 4. 

    


    “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
      Schedule”
means
      the Conversion Schedule in the form of Schedule
      1
      attached
      hereto.

    


    “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(c).

    


    “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).

    


    “Equity
      Conditions”
means,
      during the period in question, (a)
      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, (b) the Company shall have paid all liquidated damages and other amounts
      owing to the Holder in respect of this Debenture, (c)(i)
      there is an effective Registration Statement pursuant to which the Holder is
      permitted to utilize the prospectus thereunder to resell all of the shares
      of
      Common Stock issuable pursuant to the Transaction Documents or (ii) all of
      the
      Conversion Shares issuable pursuant to the Transaction Documents may be resold
      pursuant to Rule 144 without volume or manner-of-sale restrictions as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Transfer Agent and the Holder, (d)
      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), (e) 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, (f) 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, (g) the issuance of
      the
      shares in question (or, in the case of a Quarterly Redemption, the shares
      issuable upon conversion in full of the Quarterly Redemption Amount to the
      Holder would not violate the limitations set forth in Section 4(c) herein,
      (h)
      there has been no public announcement of a pending or proposed Fundamental
      Transaction or Change of Control Transaction that has not been consummated,
      (i)
      the Holder is not in possession of any information provided by the Company
      that
      constitutes, or may constitute, material non-public information and (j) for
      each
      Trading Day in a period of 20 consecutive Trading Days prior to the applicable
      date in question, the daily dollar trading volume for the Common Stock on the
      principal Trading Market exceeds $75,000 per Trading Day. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


    “Final
      Closing Date”
      means the date of acquisition of ownership by Capital Growth Acquisition, Inc.
      of the purchased membership interests in Vanco Direct USA, LLC, a Delaware
      limited liability company pursuant to the terms of the ILPA. 

    


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

     

    “Mandatory
      Default Amount”
means
      the sum of (a) the greater of (i) the outstanding principal amount of this
      Debenture, 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, or (ii) 120% of the outstanding principal amount of this
      Debenture plus (b) all other amounts, costs, expenses and liquidated damages
      due
      in respect of this Debenture, including, without limitation, any accrued and
      unpaid default interest.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “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 (a) the
      indebtedness evidenced by the Debentures, (b) the Indebtedness existing on
      the
      Original Issue Date and set forth on Schedule
      3.1(aa)
      attached
      to the Purchase Agreement, (c) lease obligations and purchase money indebtedness
      of up to $250,000, in the aggregate, incurred in connection with the acquisition
      of capital assets and lease obligations with respect to newly acquired or leased
      assets, (d)
      the
      Senior Debt, (e) the Administrator Debenture issued to the Administrator, and
      (f) Magenta employee notes in the amount of approximately $87,000.

    


    “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; (c) Liens incurred in connection with Permitted
      Indebtedness under clauses (a) and (d) thereunder; and (d) Liens incurred in
      connection with Permitted Indebtedness under clause (c) thereunder, provided
      that such Liens are not secured by assets of the Company or its Subsidiaries
      other than the assets so acquired or leased.

     

    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of November __, 2008 among the
      Company and the original Holders, as amended, modified or supplemented from
      time
      to time in accordance with its terms.

    


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

    


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

    

      
        
          
          

        

        
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    “Quarterly
      Redemption”
means
      the redemption of this Debenture pursuant to Section 6(a) hereof. 

     

    “Quarterly
      Redemption Amount”
means,
      as to a Quarterly Redemption, $[_____1,
      plus
      liquidated damages and any other amounts then owing to the Holder in respect
      of
      this Debenture. The “Aggregate Quarterly Redemption Amount” hereunder means
      $____2.

    


    “Quarterly
      Redemption Date”
means
      January 1, April 1, July 1 and October 1, commencing immediately upon July
      1,
      2009 and terminating upon the full redemption of the Aggregate Quarterly
      Redemption Amount plus liquidated damages and any other amounts then owing
      to
      the Holder in respect of this Debenture. 

    


    “Quarterly
      Redemption Notice”
shall
      have the meaning set forth in Section 6(a) hereof. 

     

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

    


    “Senior
      Debt”
shall
      have the meaning set forth in the Archer Intercreditor Agreement.

    


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

    


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

    


    “Trading
      Day”
means
      a
      day on which the New York Stock Exchange 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.

    


    “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 OTC Markets, Inc. (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.

     

    
      
        

      

      1
        A*B-A/23, where A = the initial Subscription Amount and B = 1.65.

      1
        A*B-A



    
      
        
        

      

      
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    Section
      2. Interest
      and Prepayment.
      The
      Company acknowledges and agrees that this Debenture was issued at an original
      issue discount. Other than default interest, no interest payments shall be
      made
      on this Debenture. 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.

     

    Section
      3.  Registration
      of Transfers and Exchanges.
      

     

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

     

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

    


    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 Authorized Share Approval 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
      (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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    b) Conversion
      Price.
      The
      conversion price in effect on any Conversion Date shall be equal to $0.24,
      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 Beneficial Ownership Limitation 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
      Beneficial Ownership Limitation 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
      contained herein 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.]
      [SECTION 4(c) TO BE REPLACED BY “[RESERVED]” WITH RESPECT TO AEQUITAS AND DAVID
      L.]] 


    
      
        
        

      

      
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    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.


    
      
        
        

      

      
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    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 certificate
      or
      certificates representing the Conversion Shares which, on or after the earlier
      of (i) the six month anniversary of the Original Issue Date or (ii) 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.

     

    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. 

     

    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 fifth Trading Day after the Conversion Date (the “Share
      Delivery Deadline”),
      the
      Company shall pay to the Holder, in cash, as liquidated damages and not as
      a
      penalty, for each $1,000 of principal amount being converted, $10 per Trading
      Day (increasing to $20 per Trading Day on the fifth (5th)
      Trading
      Day after such liquidated damages begin to accrue) for each Trading Day after
      such fifth (5rd)
      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.
      Notwithstanding anything to the contrary contained herein, if at any time prior
      to the Senior Creditor Repayment (as defined in the Archer Intercreditor
      Agreement) the Company is prohibited from paying, and the Holder is prohibited
      from receiving, cash payments of liquidated damages pursuant to this Section,
      at
      the option of the Holder upon written notice to the Company, such amounts
      otherwise payable in cash pursuant to this Section shall either accrue, or
      be
      payable in the form of shares of Common Stock. The price at which shares of
      Common Stock issuable in lieu of the cash payment of liquidated damages
      hereunder shall be equal to the lesser of (x) 90% of the average of the 10
      consecutive VWAPs immediately prior to the date of the applicable Share Delivery
      Deadline, (y) 90% of the average of the 10 consecutive VWAPs immediately prior
      to the date such shares are actually issued or (z) the then applicable
      Conversion Price.


    
      
        
        

      

      
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    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.


    
      
        
        

      

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

    


    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 so converted and the Company shall not be
      required to issue or deliver such certificates unless or until the person or
      persons requesting the issuance thereof shall have paid to the Company the
      amount of such tax or shall have established to the satisfaction of the Company
      that such tax has been paid.


    
      
        
        

      

      
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    Section
      5. Certain
      Adjustments.

     

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

     

    b) Subsequent
      Equity Sales.
      If, 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.


    
      
        
        

      

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

     

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


    
      
        
        

      

      
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    e) Fundamental
      Transaction.
      If, at
      any time while this Debenture is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one transaction
      or
      a series of related transactions, (iii) 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 (iv) 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.

     

    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. 


    
      
        
        

      

      
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    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 twenty (20) calendar days prior to the applicable record
      or
      effective date hereinafter specified, a notice stating (x)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares of the Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange, provided that the
      failure to deliver such notice or any defect therein or in the delivery thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to convert this Debenture during the
      20-day period commencing on the date of such notice through the effective date
      of the event triggering such notice. 

    


    Section
      6. Quarterly
      Redemption.

    


    a) Quarterly
      Redemption.
      On each
      Quarterly Redemption Date, the Company shall redeem the Quarterly Redemption
      Amount (the “Quarterly
      Redemption”).
      The
      Quarterly Redemption Amount payable on each Quarterly Redemption Date shall
      be
      paid in cash; provided,
      however,
      as to
      any Quarterly Redemption and upon 30 Trading Days’ prior written irrevocable
      notice (the “Quarterly
      Redemption Notice”),
      in
      lieu of a cash redemption payment the Company may elect to pay all or part
      of a
      Quarterly Redemption Amount in Conversion Shares based on a conversion price
      equal to the lesser of (i) the then Conversion Price and (ii) 90% of the average
      of the VWAPs for the 10 consecutive Trading Days ending on the Trading Day
      that
      is immediately prior to the applicable Quarterly Redemption Date (subject to
      adjustment for any stock dividend, stock split, stock combination or other
      similar event affecting the Common Stock during such 10 Trading Day period)
      (the
      price calculated during the 10 Trading Day period immediately prior to the
      Quarterly Redemption Date, the “Quarterly
      Conversion Price”
and
      such 10 Trading Day period, the “Quarterly
      Conversion Period”);
      provided,
      further,
      that
      the Company may not pay the Quarterly Redemption Amount in Conversion Shares
      unless (y) from the date the Holder receives the duly delivered Quarterly
      Redemption Notice through and until the date such Quarterly Redemption is paid
      in full, the Equity Conditions have been satisfied, unless waived in writing
      by
      the Holder, and (z) as to such Quarterly Redemption, prior to such Quarterly
      Conversion Period (but not more than 5 Trading Days prior to the commencement
      of
      the Quarterly Conversion Period), the Company shall have delivered to the
      Holder’s account with The Depository Trust Company a number of shares of Common
      Stock to be applied against such Quarterly Redemption Amount equal to the
      quotient of (x) the applicable Quarterly Redemption Amount divided by (y) the
      lesser of (A) the Conversion Price and (B) 90% of the average of the 10 VWAPs
      during the period ending on the 3rd
      Trading
      Day immediately prior to the date of the Quarterly Redemption Notice (the
“Pre-Redemption
      Conversion Shares”).
      


    
      
        
        

      

      
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    The
      Holder may convert, pursuant to Section 4(a), any principal amount of this
      Debenture subject to a Quarterly Redemption at any time prior to the date that
      the Quarterly Redemption Amount, plus liquidated damages and any other amounts
      then owing to the Holder are due and paid in full. The Holder shall have the
      right to designate how any conversions effected during the applicable Quarterly
      Conversion Period until the date the Quarterly Redemption Amount is paid in
      full
      shall be applied (i.e., against the principal amount of this Debenture scheduled
      to be redeemed on such Quarterly Redemption Date, against future Quarterly
      Redemption Amounts or against the principal amount of this Debenture then
      outstanding that is not subject to a Quarterly Redemption); provided, if no
      such
      written designation is made in the applicable Notice of Conversion, the Company
      shall request that the Holder provide such written designation prior to the
      applicable Quarterly Redemption Date; provided, further, that in the event
      no
      such written designation is ever received from the Holder prior to such
      applicable Quarterly Redemption Date, any such conversion shall be applied
      against the principal amount of this Debenture then outstanding. The Company
      covenants and agrees that it will honor all Notices of Conversion tendered
      up
      until such amounts are paid in full. The Company’s determination to pay a
      Quarterly Redemption in cash, shares of Common Stock or a combination thereof
      shall be applied ratably to all of the holders of the then outstanding
      Debentures based on their (or their predecessor’s) initial purchases of
      Debentures pursuant to the Purchase Agreement. At any time the Company delivers
      a notice to the Holder of its election to pay the Quarterly Redemption Amount
      in
      shares of Common Stock, and, if a Registration Statement is then effective,
      the
      Company shall file a prospectus supplement pursuant to Rule 424 disclosing
      such
      election. If at any time prior to the Senior Creditor Repayment (as defined
      in
      the Archer Intercreditor Agreement) the Company is permitted to make cash
      payments of a Quarterly Redemption Amount, such permissible cash payments
      pursuant to this Section shall be made ratably to all of the holders of the
      then
      outstanding Debentures and all of the holders of the then outstanding debentures
      issued pursuant to the March Purchase Agreement based on their (or their
      predecessor’s) initial purchases of debentures pursuant to the Purchase
      Agreement and the March Purchase Agreement, respectively, and notwithstanding
      anything herein to the contrary, prior to the Senior Creditor Repayment, (x)
      with respect to the Quarterly Redemption Amount payable in cash as permitted
      pursuant to Section 2(c)(iii) of the Archer Intercreditor Agreement that is
      due
      on January 1, 2010, such Quartlerly Redemption payment shall be due and paid
      on
      the same date the Company pays the Archer Purchasers pursuant to Section 2(c)(v)
      of the Archer Loan Agreement and (y) with respect to any Quarterly Redemption
      Amount payable in cash as permitted pursuant to Section 2(c)(iv) of the Archer
      Intercreditor Agreement, such Quartlerly Redemption payment shall be due and
      paid on each January 30, April 30, July 30 and October 30 (instead of January
      1,
      April 1, July 1 and October 1, respectively). Notwithstanding anything to the
      contrary contained herein, if at any time prior to the Senior Creditor Repayment
      (as defined in the Archer Intercreditor Agreement) the Company is prohibited
      from paying, and the Holder is prohibited from receiving, cash payments of
      a
      Quarterly Redemption Amount pursuant to this Section, the Company shall be
      required to elect to make such payment in shares of Common Stock in accordance
      with the terms hereof. If the Company does not meet the Equity Conditions in
      connection with such Quarterly Redemption Amount described in the preceding
      sentence, at the option of the Holder upon written notice to the Company, the
      Holder shall either waive such Equity Conditions or such amounts otherwise
      payable in cash shall continue to remain outstanding. For the avoidance of
      doubt, in the event that the Holder does not elect to take Common Stock if
      the
      Equity Conditions are not met as to a particular Quarterly Redemption Date
      as
      described in the preceding sentence, then the Quarterly Redemption called for
      with respect to such Quarterly Redemption Date shall be due on maturity of
      this
      Debenture and failure to pay the same on the applicable Quartlery Redemption
      Date shall not constitute an Event of Default hereunder. 


    
      
        
        

      

      
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    b) Redemption
      Procedure.
      The
      payment of a Quarterly Redemption shall be payable on the Quarterly Redemption
      Date. If any portion of the payment pursuant to a Quarterly Redemption shall
      not
      be paid by the Company by the applicable due date, interest shall accrue thereon
      at an interest rate equal to the lesser of 12% per annum or the maximum rate
      permitted by applicable law until such amount is paid in full. Notwithstanding
      anything herein contained to the contrary, if any portion of the Quarterly
      Redemption Amount remains unpaid after such date, the Holder may elect, by
      written notice to the Company given at any time thereafter, to invalidate
      such Quarterly Redemption, ab initio,
      and,
      the Company shall have no further right to exercise such Quarterly Redemption.
      The
      Holder may elect to convert the outstanding principal amount of the Debenture
      pursuant to Section 4 prior to actual payment in cash for any redemption under
      this Section 6 by the delivery of a Notice of Conversion to the
      Company.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section
      7. Negative
      Covenants.
      As long
      as any portion of this Debenture remains outstanding, unless the holders of
      at
      least 67% 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:

    


    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;

    


    d) repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a
de minimis
      number
      of shares of its Common Stock or Common Stock Equivalents other than as to
      (i)
      the Conversion Shares or Warrant Shares as permitted or required under the
      Transaction Documents and (ii) 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) other
      than the Senior Debt, 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, provided that such payments
      shall not be permitted if, at such time, or after giving effect to such payment,
      any Event of Default exists or occurs;

    


    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.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Section
      8. Events
      of Default.
      

    


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

    


    i. any
      default in the payment of (A) the principal amount of any Debenture or (B)
      default 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 a default interest or other default under clause
      (B) above, is not cured within 5 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 (x) below) which failure is not cured,
      if
      possible to cure, within the earlier to occur
      of (A)
      7 Trading
      Days after notice of such failure sent by the Holder or by any other
      Holder
      to the Company 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 (as such term is defined in Rule 1-02(w)
      of Regulation S-X) 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; 


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    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 40% 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
      Company does not meet the current public information requirements under Rule
      144
      in respect of the Underlying Shares; 

    


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

    


    xi. 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 $100,000, and such judgment, writ or similar final process
      shall remain unvacated, unbonded or unstayed for a period of 45 calendar
      days.

    

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    b) Remedies
      Upon Event of Default.
      Subject
      to the Archer Intercreditor Agreement, if any Event of Default occurs, the
      outstanding principal amount of this Debenture, plus 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, interest
      on
      this Debenture shall accrue at an interest rate equal to the lesser of 12%
      per
      annum or the maximum rate permitted under applicable law. Accrued and unpaid
      default interest shall be paid by the Company in cash in arrears on the first
      day of each calendar month. 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.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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(a). 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 on the signature
      page 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 on the signature page 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 default interest, as applicable,
      on
      this Debenture at the time, place, and rate, and in the coin or currency, herein
      prescribed. This Debenture is a direct debt obligation of the Company. This
      Debenture ranks pari passu
      with all
      other Debentures now or hereafter issued under the terms set forth
      herein.  

     

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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    f) Severability.
      If any
      provision of this Debenture is invalid, illegal or unenforceable, the balance
      of
      this Debenture shall remain in effect, and if any provision is inapplicable
      to
      any Person or circumstance, it shall nevertheless remain applicable to all
      other
      Persons and circumstances. If it shall be found that any default 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 default 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 impede 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.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


    j) Secured
      Obligation.
      The
      obligations of the Company under this Debenture are secured by all assets of
      the
      Company and each Subsidiary pursuant to the Security Agreement, dated as of
      November___, 2008 between the Company, the Subsidiaries of the Company and
      the
      Secured Parties (as defined therein).

    


    k) Amendments.
      This
      Debenture may be modified or amended or the provisions hereof waived with the
      prior written consent of the Company and Holders holding Debentures at least
      equal to 67% of the aggregate principal amount then outstanding under all
      Debentures.

    


    


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


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGES FOLLOW]

    

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      



    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.

     

    
      	 	 	 
	 	CAPITAL
              GROWTH SYSTEMS, INC. 
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
Name:
	 	 	Title 
	 	Facsimile
              No. for
              delivery of Notices: _______________


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    ANNEX
      A

    


    NOTICE
      OF CONVERSION

     

    


    The
      undersigned hereby elects to convert principal under the Original Issue Discount
      Secured Convertible Debenture due November ___, 2015 of Capital Growth Systems,
      Inc., a Florida 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:

            
	 	 
	 	 
	 	
              Manner
                in which Conversion is to be Applied to Subsequent Quarterly Redemption
                Amounts and/or Principal Amount of Debenture:

            
	 	 
	 	
              Signature:

            
	 	 
	 	
              Name:

            
	 	 
	 	
              Address
                for Delivery of Common Stock Certificates:

            
	 	 
	 	
              Or

            
	 	 
	 	
              DWAC
                Instructions:

            
	 	 
	 	
              Broker
                No:        

            
	 	
              Account
                No:        

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      Original Issue Discount Secured Convertible Debenture due on November ___,
      2015
      in the original principal amount of $____________ is issued by Capital Growth
      Systems, Inc., a Florida corporation. 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

            
	 	 	 	 
	 	 	 	 
	
               

               

               

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    

      
        
          
          

        

        
          29