EXHIBIT 4.1
                                                                     -----------

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

Original Issue Date: December ___, 2005
Original Conversion Price (subject to adjustment herein):  $0.85

                                                                $_______________


                        6% SECURED CONVERTIBLE DEBENTURE
                                DUE DECEMBER 2008

         THIS SECURED DEBENTURE is one of a series of duly authorized and issued
6% Secured Convertible Debentures of CDKNet.com, Inc., a Delaware corporation,
having a principal place of business at 948 US Highway 22, North Plainfield, NJ
07060 (the "Company"), designated as its 6% Secured Convertible Debenture, due
December 2008 (this debenture, the "Debenture" and collectively with the other
such series of debentures, the "Debentures").

         FOR VALUE RECEIVED, the Company promises to pay to ________________ or
its registered assigns (the "Holder"), or shall have paid pursuant to the terms
hereunder, the principal sum of $_______________ by December ___, 2008 (the
"Maturity Date"), or such earlier date as this Debenture is required to be
repaid as provided hereunder, and to pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture in
accordance with the provisions hereof. This Debenture is subject to the
following additional provisions:

         Section 1.  Definitions. For the purposes hereof, in addition to the
terms defined elsewhere in this Debenture: (a) capitalized terms not otherwise
defined herein have the meanings given to such terms in the Purchase Agreement,
and (b) the following terms shall have the following meanings:


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                     "Alternate Consideration" shall have the meaning set forth
         in Section 5(d).

                     "Base Conversion Price" shall have the meaning set forth in
         Section 5(b).

                     "Business Day" means any day except Saturday, Sunday and
         any day which shall be a federal legal holiday in the United States or
         a day on which banking institutions in the State of New York are
         authorized or required by law or other government action to close.

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

                     "Change of Control Transaction" means the occurrence after
         the date hereof of any of (i) an acquisition after the date hereof by
         an individual or legal entity or "group" (as described in Rule
         13d-5(b)(1) promulgated under the Exchange Act) of effective control
         (whether through legal or beneficial ownership of capital stock of the
         Company, by contract or otherwise) of in excess of 40% of the voting
         securities of the Company, or (ii) the Company merges into or
         consolidates with any other Person, or any Person merges into or
         consolidates with the Company and, after giving effect to such
         transaction, the stockholders of the Company immediately prior to such
         transaction own less than 60% of the aggregate voting power of the
         Company or the successor entity of such transaction, or (iii) the
         Company sells or transfers its assets, as an entirety or substantially
         as an entirety, 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, (iv) a replacement at one time or within a two year period
         of more than one-half of the members of the Company's board of
         directors which is not approved by a majority of those individuals who
         are members of the board of directors on the date hereof (or by those
         individuals who are serving as members of the board of directors on any
         date whose nomination to the board of directors was approved by a
         majority of the members of the board of directors who are members on
         the date hereof), or (v) the execution by the Company of an agreement
         to which the Company is a party or by which it is bound, providing for
         any of the events set forth above in (i) through (iv).

                     "Common Stock" means the common stock, par value $.0001 per
         share, of the Company and stock of any other class of securities into
         which such securities may hereafter have been reclassified or changed
         into.

                     "Conversion Date" shall have the meaning set forth in
         Section 4(a).

                     "Conversion Price" shall have the meaning set forth in
         Section 4(b).

                     "Conversion Shares" means the shares of Common Stock
         issuable upon conversion of this Debenture or as payment of interest in
         accordance with the terms.

                     "Debenture Register" shall have the meaning set forth in
         Section 2(c).


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                     "Dilutive Issuance" shall have the meaning set forth in
         Section 5(b).

                     "Dilutive Issuance Notice" shall have the meaning set forth
         in Section 5(b).

                     "Effectiveness Period" shall have the meaning given to such
         term in the Registration Rights Agreement.

                     "Equity Conditions" shall mean, during the period in
         question, (i) the Company shall have duly honored all conversions and
         redemptions scheduled to occur or occurring by virtue of one or more
         Notice of Conversions of the Holder, if any, (ii) all liquidated
         damages and other amounts owing to the Holder in respect of this
         Debenture shall have been paid, (iii) there is an effective
         Registration Statement pursuant to which the Holder is permitted to
         utilize the prospectus thereunder to resell all of the shares issuable
         pursuant to the Transaction Documents (and the Company believes, in
         good faith, that such effectiveness will continue uninterrupted for the
         foreseeable future), (iv) the Common Stock is trading on the Trading
         Market and all of the shares issuable pursuant to the Transaction
         Documents are listed for trading on a Trading Market (and the Company
         believes, in good faith, that trading of the Common Stock on a Trading
         Market will continue uninterrupted for the foreseeable future), (v)
         there is a sufficient number of authorized but unissued and otherwise
         unreserved shares of Common Stock for the issuance of all of the shares
         issuable pursuant to the Transaction Documents, (vi) there is then
         existing no Event of Default or event which, with the passage of time
         or the giving of notice, would constitute an Event of Default, (vii)
         the issuance of the shares in question to the Holder would not violate
         the limitations set forth in Section 4(c), (viii) no public
         announcement of a pending or proposed Fundamental Transaction, Change
         of Control Transaction or acquisition transaction has occurred that has
         not been consummated and (ix) for a period of 20 consecutive Trading
         Days prior to the applicable date in question, the daily trading volume
         for the Common Stock on the Trading Market exceeds 100,000 shares per
         Trading Day (subject to adjustment for forward and reverse stock splits
         and the like) in the case of a Forced Conversion pursuant to Section 8.

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

                     "Exchange Act" means the Securities Exchange Act of 1934,
         as amended, and the rules and regulations promulgated thereunder.

                     "Forced Conversion" shall have the meaning set forth in
         Section 6(c).

                     "Forced Conversion Date" shall have the meaning set forth
         in Section 6(c).

                     "Forced Conversion Notice" shall have the meaning set forth
         in Section 6(c).

                     "Forced Conversion Notice Date" shall have the meaning set
         forth in Section 6(c).

                     "Fundamental Transaction" shall have the meaning set forth
         in Section 5(d).

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<PAGE>
                     "Interest Conversion Rate" means 85% of the lesser of (i)
         the average of the VWAPs for the 10 consecutive Trading Days ending on
         the Trading Day that is immediately prior to the applicable Interest
         Payment Date or (ii) the average of the VWAPs for the 10 consecutive
         Trading Days ending on the Trading Day that is immediately prior to the
         date the applicable interest payment shares are issued and delivered if
         after the Interest Payment Date.

                     "Interest Notice Period" shall have the meaning set forth
         in Section 2(a).

                     "Interest Payment Date" shall have the meaning set forth in
         Section 2(a).

                     "Interest Share Amount" shall have the meaning set forth in
         Section 2(a).

                     "Late Fees" shall have the meaning set forth in Section
         2(d).

                     "Mandatory Default Amount" shall equal the sum of (i) the
         greater of: (A) 130% of the principal amount of this Debenture to be
         prepaid, plus all accrued and unpaid interest thereon, or (B) the
         principal amount of this Debenture to be prepaid, plus all other
         accrued and unpaid interest hereon, divided by the Conversion Price on
         (x) the date the Mandatory Default Amount is demanded or otherwise due
         or (y) the date the Mandatory Default Amount is paid in full, whichever
         is less, multiplied by the average of the 15 VWAPs immediately prior to
         (x) the date the Mandatory Default Amount is demanded or otherwise due
         or (y) the date the Mandatory Default Amount is paid in full, whichever
         is greater, and (ii) all other amounts, costs, expenses and liquidated
         damages due in respect of this Debenture.

                     "New York Courts" shall have the meaning set forth in
         Section 9(d).

                     "Notice of Conversion" shall have the meaning set forth in
         Section 4(a).

                     "Optional Redemption" shall have the meaning set forth in
         Section 6(a).

                     "Optional Redemption Amount" shall mean the sum of (i) 120%
         of that portion of the principal amount of the Debenture being redeemed
         pursuant to Section 6(a), (ii) accrued but unpaid interest on such
         portion and (iii) all liquidated damages and other amounts due in
         respect of the Debenture.

                     "Optional Redemption Date" shall have the meaning set forth
         in Section 6(a).

                     "Optional Redemption Notice" shall have the meaning set
         forth in Section 6(a).

                     "Optional Redemption Notice Date" shall have the meaning
         set forth in Section 6(a).


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<PAGE>
                     "Original Issue Date" shall mean the date of the first
         issuance of the Debentures regardless of the number of transfers of any
         Debenture and regardless of the number of instruments which may be
         issued to evidence such Debenture.

                     "Permitted Indebtedness" shall mean (a) the Indebtedness
         existing on the Original Issue Date and set forth on Schedule 3.1(gg)
         attached to the Purchase Agreement, (b) lease obligations and purchase
         money Indebtedness of up to $100,000, in the aggregate, incurred in
         connection with the acquisition of capital assets and lease obligations
         with respect to newly acquired or leased assets, (c) Indebtedness
         incurred pursuant to the Transaction Documents, (d) unsecured accounts
         payable incurred in the ordinary course of business, (e) indebtedness
         with respect to taxes, governmental changes or levies which are being
         contested in good faith, provided that adequate reserves are maintained
         on the books of the Company or Subsidiaries, as the case may be, in
         accordance with GAAP and (f) up to $1,000,000 of additional
         Indebtedness incurred by the Company in connection with raising capital
         for the acquisition of another entity (by merger, consolidation, the
         acquisition of all or substantially of the assets of such entity or
         similar transaction), provided that in the case of (b) and (c) above,
         such Indebtedness does not mature or require payments of principal
         prior to the Maturity Date and is made expressly subordinate in right
         of payment to the Indebtedness evidenced by this Debenture, as
         reflected in a written agreement reasonably acceptable to, and approved
         by, the Purchasers in writing.

                     "Permitted Lien" shall mean 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 prior to the Original
         Issue Date as set forth on the Disclosure Schedules, (c) Liens granted
         in connection with clauses (b) and (c) under Permitted Indebtedness
         (provided, in the case of clause (b) such Liens are not secured by
         assets of the Company or its Subsidiaries other than the assets so
         leased or acquired), and (d) Liens imposed by law which were incurred
         in the ordinary course of business, such as carriers', warehousemen's
         and mechanics' Liens, statutory landlords' Liens, and other similar
         Liens arising in the ordinary course of business, and (x) which 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) which are being contested in good faith by
         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the property or asset subject to
         such Lien.

                     "Person" means a corporation, an association, a
         partnership, organization, a business, an individual, a government or
         political subdivision thereof or a governmental agency.

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<PAGE>
                     "Purchase Agreement" means the Securities Purchase
         Agreement, dated as of December 28, 2005 to which the Company and the
         original Holder are parties, as amended, modified or supplemented from
         time to time in accordance with its terms.

                     "Registration Rights Agreement" means the Registration
         Rights Agreement, dated as of the date of the Purchase Agreement, to
         which the Company and the original Holder are parties, as amended,
         modified or supplemented from time to time in accordance with its
         terms.

                     "Registration Statement" means a registration statement
         meeting the requirements set forth in the Registration Rights
         Agreement, covering among other things the resale of the Conversion
         Shares and naming the Holder as a "selling stockholder" thereunder.

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

                     "Subsidiary" shall have the meaning given to such term in
         the Purchase Agreement.

                     "Threshold Period" shall have the meaning given to such
         term in Section 6(c).

                     "Trading Day" means a day on which the Common Stock is
         traded on a Trading Market.

                     "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 Nasdaq SmallCap Market, the American Stock Exchange,
         the New York Stock Exchange, the Nasdaq National Market 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 as reported by Bloomberg Financial L.P. (based on a
         Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b)
         if the Common Stock is not then listed or quoted on a Trading Market
         and if prices for the Common Stock are then reported in the "Pink
         Sheets" published by the Pink Sheets, LLC (or a similar organization or
         agency succeeding to its functions of reporting prices), the most
         recent bid price per share of the Common Stock so reported; or (c) in
         all other cases, the fair market value of a share of Common Stock as
         determined by an independent appraiser selected in good faith by the
         Holder and reasonably acceptable to the Company.

         Section 2.  Interest.

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<PAGE>
                     a) Payment of Interest in Cash or Kind. The Company shall
         pay interest to the Holder on the aggregate unconverted and then
         outstanding principal amount of this Debenture at the rate of 6% per
         annum, payable semiannually on January 1 and July 1, beginning on July
         1, 2006, on each Optional Redemption Date (as to that principal amount
         being redeemed) and on the Maturity Date (except that, if any such date
         is not a Business Day, then such payment shall be due on the next
         succeeding Business Day) (each such date, an "Interest Payment Date"),
         in cash or duly authorized, fully paid and non-assessable shares of
         Common Stock at the Interest Conversion Rate, or a combination thereof
         (the amount to be paid in shares, the "Interest Share Amount");
         provided, however, payment in shares of Common Stock may only occur if
         during the 20 Trading Days immediately prior to the applicable Interest
         Payment Date (the "Interest Notice Period") and through and including
         the date such shares of Common Stock are issued to the Holder all of
         the Equity Conditions, unless waived by the Holder in writing, have
         been met and the Company shall have given the Holder notice in
         accordance with the notice requirements set forth below.

                     b) Company's Election to Pay Interest in Kind. Subject to
         the terms and conditions herein, the decision whether to pay interest
         hereunder in shares of Common Stock or cash shall be at the sole
         discretion of the Company. Prior to the commencement of an Interest
         Notice Period, the Company shall provide the Holder with written notice
         of its election to pay interest hereunder on the applicable Interest
         Payment Date either in cash, shares of Common Stock or a combination
         thereof (the Company may indicate in such notice that the election
         contained in such notice shall continue for later periods until
         revised) and the Interest Share Amount as to the applicable Interest
         Payment Date. During any Interest Notice Period, the Company's election
         (whether specific to an Interest Payment Date or continuous) shall be
         irrevocable as to such Interest Payment Date. Subject to the
         aforementioned conditions, failure to timely provide such written
         notice shall be deemed an election by the Company to pay the interest
         on such Interest Payment Date in cash. At any time the Company delivers
         a notice to the Holder of its election to pay the interest in shares of
         Common Stock, the Company shall file a prospectus supplement pursuant
         to Rule 424 disclosing such election.

                     c) Interest Calculations. Interest shall be calculated on
         the basis of a 360-day year and shall accrue daily commencing on the
         Original Issue Date until payment in full of the principal sum,
         together with all accrued and unpaid interest and other amounts which
         may become due hereunder, has been made. Payment of interest in shares
         of Common Stock shall otherwise occur pursuant to Section 4(d)(ii) and
         only for purposes of the payment of interest in shares, the Interest
         Payment Date shall be deemed the Conversion Date. Interest shall cease
         to accrue with respect to any principal amount converted, provided that
         the Company in fact delivers the Conversion Shares within the time
         period required by Section 4(d)(ii). Interest hereunder will be paid to
         the Person in whose name this Debenture is registered on the records of
         the Company regarding registration and transfers of this Debenture (the
         "Debenture Register"). Except as otherwise provided herein, if at any
         time the Company pays interest partially in cash and partially in
         shares of Common Stock to the holders of the Debentures, then such
         payment

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<PAGE>
         shall be distributed ratably among the holders of the Debentures based
         on their (or their predecessor's initial purchases of Debentures
         pursuant to the Purchase Agreement.

                     d) Late Fee. All overdue accrued and unpaid interest to be
         paid hereunder shall entail a late fee at the rate of 18% per annum (or
         such lower maximum amount of interest permitted to be charged under
         applicable law) ("Late Fees") which will accrue daily, from the date
         such interest is due hereunder through and including the date of
         payment. Notwithstanding anything to the contrary contained herein, if
         on any Interest Payment Date the Company has elected to pay interest in
         Common Stock and is not able to pay accrued interest in the form of
         Common Stock because it does not then satisfy the conditions for
         payment in the form of Common Stock set forth above, then, at the
         option of the Holder, the Company, in lieu of (and in full satisfaction
         of) delivering either shares of Common Stock pursuant to this Section 2
         or paying the regularly scheduled cash interest payment, shall deliver,
         within three Trading Days of each applicable Interest Payment Date, an
         amount in cash equal to the product of the number of shares of Common
         Stock otherwise deliverable to the Holder in connection with the
         payment of interest due on such Interest Payment Date and the highest
         VWAP during the period commencing on the Interest Payment Date and
         ending on the Trading Day prior to the date such payment is made.

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

         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 made 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
         to the Company for transfer 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.


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                     a) Voluntary Conversion. At any time after the Original
         Issue Date until this Debenture is no longer outstanding, this
         Debenture shall be convertible into shares of Common Stock at the
         option of the Holder, in whole or in part at any time and from time to
         time (subject to the limitations on conversion set forth in Section
         4(c) hereof). The Holder shall effect conversions by delivering to the
         Company the form of Notice of Conversion attached hereto as Annex A (a
         "Notice of Conversion"), specifying therein the principal amount of
         this Debenture to be converted and the date on which such conversion is
         to be effected (a "Conversion Date"). If no Conversion Date is
         specified in a Notice of Conversion, the Conversion Date shall be the
         date that such Notice of Conversion is provided hereunder. Once
         delivered, the Notice of Conversion shall be irrevocable, unless
         provided otherwise by the Company in its sole discretion or as provided
         in Section 4(d)(iii). To effect conversions hereunder, the Holder shall
         not be required to physically surrender this Debenture to the Company
         unless the entire principal amount of this Debenture plus all accrued
         and unpaid interest thereon has been so converted. Conversions
         hereunder shall have the effect of lowering the outstanding principal
         amount of this Debenture in an amount equal to the applicable
         conversion. The Holder and the Company shall maintain records showing
         the principal amount converted and the date of such conversions. The
         Company shall deliver any objection to any Notice of Conversion within
         1 Business Day of receipt of such notice. 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.

                     b) Conversion Price. The conversion price in effect on any
         Conversion Date shall be equal to $0.85 (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 such conversion, such Holder (together with such Holder's
         affiliates, and any other person or entity acting as a group together
         with such Holder or any of such Holder's affiliates), as set forth on
         the applicable Notice of Conversion, would beneficially own in excess
         of the Beneficial Ownership Limitation (as defined below). For purposes
         of the foregoing sentence, the number of shares of Common Stock
         beneficially owned by such Holder and its affiliates shall include the
         number of shares of Common Stock issuable upon conversion of this
         Debenture with respect to which the determination of such sentence is
         being made, but shall exclude the number of shares of Common Stock
         which would be issuable upon (A) conversion of the remaining,
         nonconverted principal amount of this Debenture beneficially owned by
         such Holder or any of its affiliates and (B) exercise or conversion of
         the unexercised or nonconverted portion of any other securities of the
         Company (including, without limitation, any other Debentures or the
         Warrants) subject to a limitation on conversion or exercise analogous
         to the limitation contained herein beneficially owned by such 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

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<PAGE>
         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 such Holder together with any
         affiliates) and of which amounts of this Debenture are convertible
         shall be in the sole discretion of such Holder, and the submission of a
         Notice of Conversion shall be deemed to be such Holder's determination
         of whether this Debenture may be converted (in relation to other
         securities owned by such Holder) and which amounts of this Debenture
         are convertible, in each case subject to such aggregate percentage
         limitations. To ensure compliance with this restriction, each Holder
         will be deemed to represent to the Company each time it delivers a
         Notice of Conversion that such Notice of Conversion has not violated
         the restrictions set forth in this paragraph and the Company shall have
         no obligation to verify or confirm the accuracy of such determination.
         In addition, a determination as to any group status as contemplated
         above shall be determined in accordance with Section 13(d) of the
         Exchange Act and the rules and regulations promulgated thereunder. For
         purposes of this Section 4(c), in determining the number of outstanding
         shares of Common Stock, a Holder may rely on the number of outstanding
         shares of Common Stock as reflected in the most recent of the
         following: (A) the Company's most recent Form 10-QSB or Form 10-KSB, as
         the case may be, (B) a more recent public announcement by the Company
         or (C) any other notice by the Company or the Company's transfer agent
         setting forth the number of shares of Common Stock outstanding. Upon
         the written request of a Holder, the Company shall within two Trading
         Days confirm in writing to such Holder the number of shares of Common
         Stock then outstanding. In any case, the number of outstanding shares
         of Common Stock shall be determined after giving effect to the
         conversion or exercise of securities of the Company, including this
         Debenture, by such Holder or its affiliates since the date as of which
         such number of outstanding shares of Common Stock was reported. The
         Company, in refraining from or taking actions under this Section 4(c),
         may rely solely upon filings made by the Holder under Section 13(d) of
         the Exchange Act or written representation of the Holder as to its
         beneficial ownership. The "Beneficial Ownership Limitation" shall be
         4.99% of the number of shares of the Common Stock outstanding
         immediately after giving effect to the issuance of shares of Common
         Stock issuable upon conversion of this Debenture held by the Holder.
         The Beneficial Ownership Limitation provisions of this Section 4(c) may
         be waived by such Holder, at the election of such Holder, upon not less
         than 61 days' prior notice to the Company to change the Beneficial
         Ownership Limitation to 9.99% of the number of shares of the Common
         Stock outstanding immediately after giving effect to the issuance of
         shares of Common Stock upon conversion of this Debenture held by the
         Holder, and the provisions of this Section 4(c) shall continue to
         apply. Upon such a change by a Holder of the Beneficial Ownership
         Limitation from such 4.99% limitation to such 9.99% limitation, the
         Beneficial Ownership Limitation may not be waived by such Holder. The
         provisions of this paragraph shall be implemented in a manner otherwise
         than in strict conformity with the terms of this Section 4(c) to
         correct this paragraph (or any portion hereof) which may be defective
         or inconsistent with the intended Beneficial Ownership Limitation
         herein contained or to make changes or supplements necessary or
         desirable to properly give effect to such limitation. The limitations
         contained in this paragraph shall apply to a successor holder of this
         Debenture.

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<PAGE>
                     d)  Mechanics of Conversion

                         i.   Conversion Shares Issuable Upon Conversion of
         Principal Amount. The number of shares of Common Stock issuable upon a
         conversion hereunder shall be determined by the quotient obtained by
         dividing (x) the outstanding principal amount of this Debenture to be
         converted by (y) the Conversion Price. i.

                         ii.  Delivery of Certificate Upon Conversion. Not later
         than three Trading Days after any Conversion Date, the Company will
         deliver or cause to be delivered to the Holder (A) a certificate or
         certificates representing the Conversion Shares which shall be free of
         restrictive legends and trading restrictions (other than those required
         by the Purchase Agreement) representing the number of shares of Common
         Stock being acquired upon the conversion of this Debenture (including,
         if the Company has given continuous notice pursuant to Section 2(b) for
         payment of interest in shares of Common Stock at least 20 Trading Days
         prior to the date on which the Conversion Notice is delivered to the
         Company, shares of Common Stock representing the payment of accrued
         interest otherwise determined pursuant to Section 2(a) but assuming
         that the Interest Payment Period is the 20 Trading Days period
         immediately prior to the date on which the Conversion Notice is
         delivered to the Company and (B) a bank check in the amount of accrued
         and unpaid interest (to the extent the Company is paying to pay accrued
         interest in cash). The Company shall, if available and if allowed under
         applicable securities laws, use its reasonable best efforts to deliver
         any certificate or certificates required to be delivered by the Company
         under this Section electronically through the Depository Trust
         Corporation or another established clearing corporation performing
         similar functions.

                         iii. Failure to Deliver Certificates. If in the case of
         any Notice of Conversion such certificate or certificates are not
         delivered to or as directed by the applicable Holder by the third
         Trading Day after a Conversion Date, the Holder shall be entitled by
         written notice to the Company at any time on or before its receipt of
         such certificate or certificates thereafter, to rescind such
         conversion, in which event the Company shall immediately return the
         certificates representing the principal amount of this Debenture
         tendered for conversion.

                         iv.  Obligation Absolute; Partial Liquidated Damages.
         If the Company fails for any reason to deliver to the Holder such
         certificate or certificates pursuant to Section 4(d)(ii) by the third
         Trading Day after the Conversion Date, the Company shall pay to such
         Holder, in cash, as liquidated damages and not as a penalty, for each
         $1000 of principal amount being converted, $10 per Trading Day
         (increasing to $20 per Trading Day after 5 Trading Days after such
         damages begin to accrue) for each Trading Day after such third Trading
         Day until such certificates are delivered. The Company's obligations to
         issue and deliver the Conversion Shares upon conversion of this
         Debenture in accordance with the


                                       11
<PAGE>
         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, 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 any one 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, 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 principal amount of this Debenture outstanding, which is subject
         to the injunction, which bond shall remain in effect until the
         completion of arbitration/litigation of the dispute and the proceeds of
         which shall be payable to such Holder to the extent it obtains
         judgment. In the absence of an injunction precluding the same, the
         Company shall issue Conversion Shares or, if applicable, cash, upon a
         properly noticed conversion. Nothing herein shall limit a Holder's
         right to pursue actual damages or declare an Event of Default pursuant
         to Section 8 herein for the Company's failure to deliver Conversion
         Shares within the period specified herein and such Holder shall have
         the right to pursue all remedies available to it 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.

                         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 pursuant to Section 4(d)(ii) by
         the third Trading Day after the Conversion Date, and if after such
         third Trading Day the Holder is required by its brokerage firm to
         purchase (in an open market transaction or otherwise) Common Stock to
         deliver in satisfaction of a sale by such Holder of the Conversion
         Shares which the Holder anticipated receiving upon such conversion (a
         "Buy-In"), then the Company shall (A) pay in cash to the Holder (in
         addition to any remedies available to or elected by the Holder) the
         amount by which (x) the Holder's total purchase price (including
         brokerage commissions, if any) for the Common Stock so purchased
         exceeds (y) the product of (1) the aggregate number of shares of Common
         Stock that such Holder anticipated receiving from the conversion at
         issue multiplied by (2) the actual sale price of the Common Stock at
         the time of

                                       12
<PAGE>
         the sale (including brokerage commissions, if any) giving rise to such
         purchase obligation 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 had
         the Company 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 at the time of the sale
         (including brokerage commissions, if any) 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 proof indicating
         the amounts payable to the Holder in respect of the Buy-In.

                         vi. Reservation of Shares Issuable Upon Conversion. The
         Company covenants that it will at all times reserve and keep available
         out of its authorized and unissued shares of Common Stock solely for
         the purpose of issuance upon conversion of this Debenture and payment
         of interest on this Debenture, each as herein provided, free from
         preemptive rights or any other actual contingent purchase rights of
         persons other than the Holder (and the other holders of the
         Debentures), not less than such number of shares of the Common Stock as
         shall (subject to the terms and conditions set forth in the Purchase
         Agreement) be issuable (taking into account the adjustments and
         restrictions of Section 5) upon the conversion of the outstanding
         principal amount of this Debenture and payment of interest hereunder.
         The Company covenants that all shares of Common Stock that shall be so
         issuable shall, upon issue, be duly and validly authorized, issued and
         fully paid, nonassessable.

                         vii. Fractional Shares. Upon a conversion hereunder the
         Company shall not be required to issue stock certificates representing
         fractions of shares of the Common Stock, but may if otherwise
         permitted, make a cash payment in respect of any final fraction of a
         share based on the VWAP at such time. If the Company elects not, or is
         unable, to make such a cash payment, the Holder shall be entitled to
         receive, in lieu of the final fraction of a share, one whole share of
         Common Stock.

                         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 certificate, 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

                                       13
<PAGE>
         the person or persons requesting the issuance thereof shall have paid
         to the Company the amount of such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.

         Section 5.  Certain Adjustments.

                     a) Stock Dividends and Stock Splits. If the Company, at any
         time while this Debenture is outstanding: (A) pays a stock dividend or
         otherwise makes a distribution or distributions on shares of its Common
         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock (which, for avoidance of doubt, shall not
         include any shares of Common Stock issued by the Company pursuant to
         this Debenture, including as interest thereon), (B) subdivides
         outstanding shares of Common Stock into a larger number of shares, (C)
         combines (including by way of reverse stock split) outstanding shares
         of Common Stock into a smaller number of shares, or (D) issues by
         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 treasury shares, if any) 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.

                         i.   If the Company or any Subsidiary thereof, as
         applicable, at any time while this Debenture is outstanding, shall
         sell, grant any option to purchase, sell or grant any right to reprice
         its securities, or otherwise dispose of or issue any Common Stock or
         Common Stock Equivalents entitling any Person to acquire shares of
         Common Stock, at an effective price per share less than the then
         Conversion Price (such lower price, the "Base Conversion Price" and
         such issuances collectively, a "Dilutive Issuance"), as adjusted
         hereunder (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 is issued in connection with such issuance,
         be entitled to receive shares of Common Stock at an effective price per
         share which is less 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.

                         ii. The Company or any Subsidiary there, as applicable,
         at any time while this Debenture is outstanding, shall offer, sell,
         grant any option to purchase or offer, sell or grant any right to
         reprice its securities, or otherwise dispose of or

                                       14
<PAGE>
         issue (or announce any offer, 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 less than the VWAP on either the Trading Day
         immediately prior to the date agreements for such issuance are entered
         into or the date such issuance is consummated, whichever results in a
         higher VWAP, but more than the then effective Conversion Price (which
         is addressed in 5(b)(i) above) (such lower price, the "Market Base
         Conversion Price" and such issuances collectively, a "Market Dilutive
         Issuance"), as adjusted hereunder (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 is issued in connection
         with such issuance, be entitled to receive shares of Common Stock at an
         effective price per share which is less than the Conversion Price, such
         issuance shall be deemed to have occurred for less than the Conversion
         Price on such date of the Market Dilutive Issuance) then the Conversion
         Price shall be reduced to a price determined by multiplying the then
         effective Conversion Price by a fraction, the numerator of which is the
         number of shares of Common Stock issued and outstanding immediately
         prior to the Market Dilutive Issuance plus the number of shares of
         Common Stock which the aggregate offering price for such Market
         Dilutive Issuance would purchase at the then Market Base Conversion
         Price, and the denominator of which shall be the sum of the number of
         shares of Common Stock issued and outstanding immediately prior to the
         Market Dilutive Issuance plus the number of shares of Common Stock so
         issued or issuable in connection with the Market Dilutive Issuance

                         iii. Such adjustments under this Section 5(b) shall be
         made whenever such Common Stock or Common Stock Equivalents are issued.
         Notwithstanding the foregoing, no adjustment will be made under this
         Section 5(b) in respect of an Exempt Issuance. The Company shall notify
         the Holder in writing, no later than the Business Day following the
         issuance of any Common Stock or Common Stock Equivalents subject to
         this section, indicating therein the applicable issuance price, or of
         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), immediately
         after the occurrence of any Dilutive Issuance or Market Dilutive
         Issuance, after the date of such Dilutive Issuance or Market Dilutive
         Issuance the Holder is entitled to receive a number of Conversion
         Shares based upon the Base Conversion Price or the price determined
         pursuant to 5(b)(ii), as applicable, regardless of whether the Holder
         accurately refers to the Base Conversion Price or the price determined
         pursuant to 5(b)(ii) in the Notice of Conversion.

                                       15
<PAGE>
                     c)  Pro Rata Distributions. If the Company, at any time
         while this Debenture is outstanding, shall distribute to all holders of
         Common Stock (and not to the holders of the Debenture) evidences of its
         indebtedness or assets (including cash and cash dividends) or rights or
         warrants to subscribe for or purchase any security, 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 one outstanding share of the Common Stock
         as determined by the Board of Directors in good faith. In either case
         the adjustments shall be described in a statement provided to the
         Holder of the portion of assets or evidences of indebtedness so
         distributed or such subscription rights applicable to one 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.

                     d)  Fundamental Transaction. If, at any time while this
         Debenture is outstanding, (A) the Company effects any merger or
         consolidation of the Company with or into another Person, (B) the
         Company effects any sale of all or substantially all of its assets in
         one or a series of related transactions, (C) any tender offer or
         exchange offer (whether by the Company or another Person) is completed
         pursuant to which holders of Common Stock are permitted to tender or
         exchange their shares for other securities, cash or property, or (D)
         the Company effects any reclassification of the Common Stock or any
         compulsory share exchange pursuant to which the Common Stock is
         effectively converted into or exchanged for other securities, cash or
         property (in any such case, a "Fundamental Transaction"), then upon any
         subsequent conversion of this Debenture, the Holder shall have the
         right to receive, for each Conversion Share that would have been
         issuable upon such conversion immediately prior to the occurrence of
         such Fundamental Transaction, the same kind and amount of securities,
         cash or property as it would have been entitled to receive upon the
         occurrence of such Fundamental Transaction if it had been, immediately
         prior to such Fundamental Transaction, the holder of one 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 one
         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

                                       16
<PAGE>
         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 paragraph (d) and insuring that this
         Debenture (or any such replacement security) will be similarly adjusted
         upon any subsequent transaction analogous to a Fundamental Transaction.

                     e)  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
         treasury shares, if any) issued and outstanding.

                     f)  Notice to the Holder.

                         i.   Adjustment to Conversion Price. Whenever the
         Conversion Price is adjusted pursuant to any of this Section 5, the
         Company shall promptly mail to each Holder a notice setting forth the
         Conversion Price after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment. If the Company issues
         a variable rate security, despite the prohibition thereon in the
         Purchase Agreement, the Company shall be deemed to have issued Common
         Stock or Common Stock Equivalents at the lowest possible conversion or
         exercise price at which such securities may be converted or exercised
         in the case of a Variable Rate Transaction (as defined in the Purchase
         Agreement).

                         ii.  Notice to Allow Conversion by Holder. If (A) the
         Company shall declare a dividend (or any other distribution) 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 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; (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 mailed to the Holder at its last addresses as it shall
         appear upon the stock books of the Company, at least 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


                                       17
<PAGE>
         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 mail such notice or any defect
         therein or in the mailing 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
         the date of such notice to the effective date of the event triggering
         such notice.

         Section 6.  Redemption and Forced Conversion.

                     a)  Optional Redemption at Election of Company. Subject to
         the provisions of this Section 6, at any time after the later of (i)
         the 12-month anniversary of the Original Issue Date and (ii) the
         Effective Date, the Company may deliver a notice to the Holder (an
         "Optional Redemption Notice" and the date such notice is deemed
         delivered hereunder, the "Optional Redemption Notice Date") of its
         irrevocable election to redeem the then outstanding Debentures, in
         whole or in part, for an amount, in cash, equal to the Optional
         Redemption Amount on the 10th Trading Day following the Optional
         Redemption Notice Date (such date, the "Optional Redemption Date" and
         such redemption, the "Optional Redemption"). The Optional Redemption
         Amount is due in full on the Optional Redemption Date. The Company may
         only effect an Optional Redemption if during the period commencing on
         the Optional Redemption Notice Date through to the Optional Redemption
         Date and through and including the date such shares of Common Stock are
         issued to the Holder, each of the Equity Conditions shall have been
         met. If any of the Equity Conditions shall cease to be satisfied at any
         time during the required period, then the Holder may elect to nullify
         the Optional Redemption Notice by notice to the Company within 3
         Trading Days after the first day on which any such Equity Condition has
         not been met (provided that if, by a provision of the Transaction
         Documents, the Company is obligated to notify the Holder of the
         non-existence of an Equity Condition, such notice period shall be
         extended to the third Trading Day after proper notice from the Company)
         in which case the Optional Redemption Notice shall be null and void, ab
         initio. The Company covenants and agrees that it will honor all Notices
         of Conversion tendered from the time of delivery of the Optional
         Redemption Notice through the date the Optional Redemption Amount is
         paid in full.

                     b) Redemption Procedure. The payment of cash pursuant to an
         Optional Redemption shall be made on the Optional Redemption Date. If
         any portion of the cash payment for an Optional Redemption shall not be
         paid by the Company by the respective due date, interest shall accrue
         thereon at the rate of 18% per annum (or the maximum rate permitted by
         applicable law, whichever is less) until the payment of the Optional
         Redemption Amount is paid in full. Alternatively, if any portion of the
         Optional Redemption Amount remains unpaid more than five Trading Days
         after such date, the Holders subject to such redemption may elect, by
         written notice to the Company given at

                                       18
<PAGE>
         any time thereafter, to invalidate ab initio such redemption,
         notwithstanding anything herein contained to the contrary, and the
         Company shall have no further right to exercise an Optional Redemption
         with respect to this Debenture. Notwithstanding anything to the
         contrary in this Section 6, the Company's determination to redeem in
         cash or its elections under Section 6(b) shall be applied among the
         Holders of Debentures ratably. 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 fax delivery of a Notice of Conversion to the Company.

                     c)  Forced Conversion. Notwithstanding anything herein to
         the contrary, if after the Effective Date, each of the VWAPs for any 20
         consecutive Trading Days (such period commencing only after the
         Effective Date, such period the "Threshold Period")) exceeds 200% of
         the then effective Conversion Price, the Company may, within 1 Trading
         Day of the end of any such period, deliver a notice to the Holder (a
         "Forced Conversion Notice" and the date such notice is received by the
         Holder, the "Forced Conversion Notice Date") to cause the Holder to
         convert, at the Company's sole discretion, all or part of the then
         outstanding principal amount of Debentures pursuant to Section 4, it
         being understood that the "Conversion Date" for purposes of Section 4
         shall be deemed to occur on the thirtieth Trading Day following the
         Forced Conversion Notice Date (such thirtieth Trading Day being
         referred to as the "Forced Conversion Date"). The Company may not
         deliver a Forced Conversion Notice, and any Forced Conversion Notice
         delivered by the Corporation shall not be effective, unless all of the
         Equity Conditions are met on each Trading Day occurring during the 10
         Trading Days immediately prior to the applicable Threshold Period,
         during the applicable Threshold Period and from the end of the
         Threshold Period through and including the later of the Forced
         Conversion Date and the date such Conversion Shares pursuant to such
         conversion are delivered to the Holder. Any Forced Conversion shall be
         applied ratably to all Holders based on their initial purchases of
         Debentures pursuant to the Purchase Agreement. For purposes of
         clarification, a Forced Conversion shall be subject to all of the
         provisions of Section 4, including, without limitation, the provision
         requiring payment of liquidated damages and limitations on conversions.

         Section 7. Negative Covenants. So long as any portion of this Debenture
is outstanding, the Company will not and will not permit any of its Subsidiaries
to directly or indirectly without the prior written consent of the holders of at
least 51% of the principal amount of Debentures then outstanding:

                     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;

                                       19
<PAGE>
                     c)  amend its certificate of incorporation, bylaws or other
         charter documents so as to materially and adversely affect 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 Common
         Stock or Common Stock Equivalents other than (i) as to the Conversion
         Shares to the extent permitted or required under the Transaction
         Documents, (ii) as otherwise permitted by the Transaction Documents or
         (iii) shares of Common Stock held by former employees of the Company
         which the Company is entitled to repurchased from such employees
         pursuant to the contractual rights relating to their termination of
         employment but not to exceed $50,000 in any 12 month period;

                     e)  enter into any agreement with respect to any of the
         foregoing; or

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

         Section 8.  Events of Default.

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

                         i.   any default in the payment of (A) the principal
         amount of any Debenture, or (B) interest (including Late Fees) on, or
         liquidated damages in respect of, 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 is not
         cured within 3 Trading Days after written notice from the Holder;

                         ii.  the Company shall materially fail to observe or
         perform any other covenant or agreement contained in this Debenture or
         any other Debenture (other than a breach by the Company of its
         obligations to deliver shares of Common Stock to the Holder upon
         conversion which breach is addressed in clause (xi) below) which
         failure is not cured, if possible to cure, within the earlier to occur
         of (A) 10 Trading Days after notice of such default sent by the Holder
         or by any other Holder and (B)15 Trading Days after the Company shall
         become or should have become aware of such failure;

                         iii. a default or event of default (subject to any
         grace or cure period provided for 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 bound;

                                       20
<PAGE>
                         iv.  any representation or warranty made herein, in any
         other Transaction Documents, in any written statement pursuant hereto
         or thereto, or in any other report, financial statement or certificate
         made or delivered to the Holder shall be untrue or incorrect in any
         material respect as of the date when made or deemed made;

                         v.   (i) the Company or any of its Subsidiaries shall
         commence a case, as debtor, a case under any applicable bankruptcy or
         insolvency laws as now or hereafter in effect or any successor thereto,
         or the Company or any Subsidiary commences any other proceeding under
         any reorganization, arrangement, adjustment of debt, relief of debtors,
         dissolution, insolvency or liquidation or similar law of any
         jurisdiction whether now or hereafter in effect relating to the Company
         or any Subsidiary thereof or (ii) there is commenced a case against the
         Company or any Subsidiary thereof, in a court of competent
         jurisdiction, under any applicable bankruptcy or insolvency laws, as
         now or hereafter in effect or any successor thereto which remains
         undismissed for a period of 60 days; or (iii) the Company or any
         Subsidiary thereof is adjudicated by a court of competent jurisdiction
         insolvent or bankrupt; or any order of relief or other order approving
         any such case or proceeding is entered; or (iv) the Company or any
         Subsidiary thereof suffers any appointment of any custodian or the like
         for it or any substantial part of its property which continues
         undischarged or unstayed for a period of 60 days; or (v) the Company or
         any Subsidiary thereof makes a general assignment for the benefit of
         creditors; or (vi) the Company shall fail to pay, or shall state in
         writing that it is unable to pay, or shall be unable to pay, its debts
         generally as they become due; or (vii) the Company or any Subsidiary
         thereof shall call a meeting of its creditors with a view to arranging
         a composition, adjustment or restructuring of its debts; or (viii) the
         Company or any Subsidiary thereof shall by any act or failure to act
         expressly indicate its consent to, approval of or acquiescence in any
         of the foregoing; or (ix) any corporate or other action is taken by the
         Company or any Subsidiary thereof for the purpose of effecting any of
         the foregoing;

                         vi.  the Company or any Subsidiary shall default in any
         of its obligations (other than under any of the Transaction Documents)
         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 of the Company in an amount exceeding
         $150,000, whether such indebtedness now exists or shall hereafter be
         created and such default shall result in such indebtedness becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and all applicable cure periods with
         respect thereto shall have expired;

                                       21
<PAGE>
                         vii. the Common Stock shall not be eligible for
         quotation on or quoted for trading on a Trading Market for at least
         five consecutive Trading Days (other than as a result of events that
         affect the Trading Market in general);

                         viii. the Company shall be a party to any Change of
         Control Transaction or Fundamental Transaction, shall agree to sell or
         dispose of all or in excess of 33% of its assets in one or more
         transactions (whether or not such sale would constitute a Change of
         Control Transaction), unless such sale or disposition is conditioned
         upon the waiver of this provision by the holders of 66% of the
         outstanding principal amount of the Debentures, or shall redeem or
         repurchase more than a de minimis number of its outstanding shares of
         Common Stock or other equity securities of the Company (other than
         redemptions of Conversion Shares and repurchases of shares of Common
         Stock or other equity securities of departing officers and directors of
         the Company, provided that such repurchases shall not exceed $200,000,
         in the aggregate, for all officers, directors and employees during any
         12 month period);

                         ix.  a Registration Statement shall not have been
         declared effective by the Commission on or prior to the 210th calendar
         day after the Closing Date (270th if, notwithstanding the commercial
         best efforts of the Company, the Commission will not permit
         acceleration or requests withdrawal as a result of the issuance of the
         Securities under the Purchase Agreement or the failure of any Holder to
         comply with the Plan of Distribution);

                         x.   if, during the Effectiveness Period (as defined in
         the Registration Rights Agreement), the effectiveness of the
         Registration Statement lapses for any reason or the Holder shall not be
         permitted to resell Registrable Securities (as defined in the
         Registration Rights Agreement) under the Registration Statement, in
         either case, for more than 40 consecutive Trading Days or 60
         non-consecutive Trading Days during any 12 month period; provided,
         however, that in the event that the Company is negotiating a merger,
         consolidation, acquisition or sale of all or substantially all of its
         assets or a similar transaction and in the written opinion of counsel
         to the Company, the Registration Statement, would be required to be
         amended to include information concerning such transactions or the
         parties thereto that is not available or may not be publicly disclosed
         at the time, the Company shall be permitted an additional 20
         consecutive Trading Days during any 12 month period relating to such an
         event;

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

                                       22
<PAGE>
                         xii. On or before January 15, 2006, the Company shall
         have not (A) converted all of the Indebtedness set forth on Schedule
         3.1(g) of the Purchase Agreement under the heading "Indebtedness to be
         converted into common Stock on or prior to January 15, 2006 at or above
         $0.67 per share (subject to adjustment for reverse and forward stock
         splits and the like)" into Common Stock at an effective conversion
         price equal to or greater than $0.67 per share (subject to adjustment
         for reverse and forward stock splits and the like) and (B) obtained
         written pay-off and release letters from all holders of such
         Indebtedness; or

                         xiii. any monetary judgment, writ or similar final
         process shall be entered or filed against the Company, any Subsidiary
         or any of their respective property or other assets for than $100,000,
         and shall remain unvacated, unbonded or unstayed for a period of 45
         calendar days.

                     b)  Remedies Upon Event of Default. If any Event of Default
         occurs, the full principal amount of this Debenture, together with
         interest and other amounts owing in respect thereof, to the date of
         acceleration shall become, at the Holder's election, immediately due
         and payable in cash. The aggregate amount payable upon an Event of
         Default shall be equal to the Mandatory Default Amount. Commencing 5
         days after the occurrence of any Event of Default that results in the
         eventual acceleration of this Debenture, the interest rate on this
         Debenture shall accrue at the rate of 18% per annum, or such lower
         maximum amount of interest permitted to be charged under applicable
         law. Concurrently with the payment in full of the Mandatory Default
         Amount the Holder shall surrender this Debenture to or as directed by
         the Company. 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 election may be
         rescinded and annulled by Holder at any time prior to payment hereunder
         and the Holder shall have all rights as a Debenture holder until such
         time, if any, as the full payment under this Section shall have been
         received by it. No such rescission or annulment shall affect any
         subsequent Event of Default or impair any right consequent thereon.

         Section 9.  Miscellaneous.

                     a)  Notices. Any and all notices or other communications or
         deliveries to be provided by the Holder hereunder, including, without
         limitation, any Notice of Conversion, shall be in writing and delivered
         personally, by facsimile, sent by a nationally recognized overnight
         courier service, addressed to the Company, at the address set forth
         above, facsimile number (908) 769-0206, ATTN: OLEG LOGVINOV or such
         other address or facsimile number as the Company may specify for such
         purposes by notice to the Holder delivered in accordance with this
         Section. 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, sent by a nationally recognized overnight
         courier service addressed to each Holder at the facsimile telephone
         number or address of

                                       24
<PAGE>
         such Holder appearing on the books of the Company, or if no such
         facsimile telephone 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 telephone
         number specified in this Section prior to 5:30 p.m. (New York City
         time), (ii) the date after the date of transmission, if such notice or
         communication is delivered via facsimile at the facsimile telephone
         number specified in this Section later than 5:30 p.m. (New York City
         time) on any date and earlier than 11:59 p.m. (New York City time) on
         such 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, interest and liquidated damages (if any) 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, and indemnity, if requested,
         all reasonably satisfactory to the Company.

                     d)  Governing Law. All questions concerning the
         construction, validity, enforcement and interpretation of this
         Debenture shall be governed by and construed and enforced in accordance
         with the internal laws of the State of New York, without regard to the
         principles of conflicts of law thereof. Each party agrees that all
         legal proceedings concerning the interpretations, 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 any such court, 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

                                       24
<PAGE>
         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 manner permitted
         by 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 with 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 must be in writing.

                     f)  Severability. If any provision of this Debenture is
         invalid, illegal or unenforceable, the balance of this Debenture shall
         remain in effect, and if any provision is inapplicable to any person or
         circumstance, it shall nevertheless remain applicable to all other
         persons and circumstances. If it shall be found that any interest or
         other amount deemed interest due hereunder violates applicable laws
         governing usury, the applicable rate of interest due hereunder shall
         automatically be lowered to equal the maximum permitted rate of
         interest. The Company covenants (to the extent that it may lawfully do
         so) that it shall not at any time insist upon, plead, or in any manner
         whatsoever claim or take the benefit or advantage of, any stay,
         extension or usury law or other law which would prohibit or forgive the
         Company from paying all or any portion of the principal of or interest
         on this Debenture as contemplated herein, wherever enacted, now or at
         any time hereafter in force, or which may affect the covenants or the
         performance of this indenture, and the Company (to the extent it may
         lawfully do so) hereby expressly waives all benefits or advantage of
         any such law, and covenants that it will not, by resort to any such
         law, hinder, delay or impeded the execution of any power herein granted
         to the Holder, but will suffer and permit the execution of every such
         as though no such law has been enacted.

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

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

                                       25
<PAGE>
                     i)  Assumption. Any successor to the Company or surviving
         entity in a Fundamental Transaction shall (i) assume in writing 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) prior to such Fundamental Transaction
         and (ii) to 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 amounts and
         the interest rates of the Debentures held by the Holder and having
         similar ranking to this Debenture, and 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.







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







                                       26
<PAGE>

         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.



                                          CDKNET.COM, INC.



                                          By: _______________________________
                                              Name:  Oleg Logvinov
                                              Title: Chief Executive Officer





















                                       27
<PAGE>
                                     ANNEX A

                              NOTICE OF CONVERSION


         The undersigned hereby elects to convert principal under the 6% Secured
Convertible Debenture of CDKNet.Com, Inc., a Delaware corporation (the
"Company"), due on December 28 , 2008 into shares of common stock, par value
$.0001 per share (the "Common Stock"), of the Company according to the
conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for
such transfer taxes, if any.

         By the delivery of this Notice of Conversion the undersigned represents
and warrants to the Company that its ownership of the Common Stock does not
exceed the amounts determined in accordance with Section 13(d) of the Exchange
Act, specified under Section 4 of this Debenture.

         The undersigned agrees to comply with the prospectus delivery
requirements under the applicable securities laws in connection with any
transfer of the aforesaid shares of Common Stock.

Conversion calculations:
                              Date to Effect Conversion:

                              Principal Amount of Debenture to be Converted:

                              Payment of Interest in Common Stock __ yes  __ no
                              If yes, $_____ of Interest Accrued on Account of
                              Conversion at Issue.

                              Number of shares of Common Stock to be issued:

                              Signature:

                              Name:

                              Address:














                                       28
<PAGE>
                                   SCHEDULE 1

                               CONVERSION SCHEDULE

The 6% Secured Convertible Debentures due on December __, 2008 in the aggregate
principal amount of $________ issued by CDKNet.com, Inc. This Conversion
Schedule reflects conversions made under Section 4 of the above referenced
Debenture.

                                                       Dated:


================================================================================
                                          Aggregate Principal
                                           Amount Remaining
                                             Subsequent to
 Date of Conversion                           Conversion
(or for first entry,      Amount of          (or original
Original Issue Date)      Conversion       Principal Amount)    Company Attest
-------------------   ------------------  -------------------  -----------------


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================================================================================




                                       29