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: October ___,
        2005

      


      


      $_______________

      


      


      FORM
        OF

      7%
        SECURED CONVERTIBLE DEBENTURE

      DUE
        OCTOBER ____, 2006

      


      THIS
        7%
        SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued
        Convertible Debentures of China Expert Technology Inc., a Nevada corporation,
        having a principal place of business at Room 2703-4, Great Eagle Centre,
        23
        Harbour Road, Wanchai, Hong Kong (the “Company”),
        designated as its 7% Secured Convertible Debenture, due October [___, 2006
        (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 October [__, 2006 or such earlier date as this Debenture
        is
        required or permitted to be repaid as provided hereunder (the “Maturity
        Date”),
        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:

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      “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 33% 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 66% 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 66% of the aggregate voting power of the acquiring entity
        immediately after the transaction, (iv) a replacement at one time or within
        a
        three year period of more than one-half of the members of the Company’s board of
        directors which is not approved by a majority of those individuals who are
        members of the board of directors on the date hereof (or by those individuals
        who are serving as members of the board of directors on any date whose
        nomination to the board of directors was approved by a majority of the members
        of the board of directors who are members on the date hereof), or (v) the
        execution by the Company of an agreement to which the Company is a party
        or by
        which it is bound, providing for any of the events set forth above in (i)
        or
        (iv).

      


      “Common
        Stock”
        means
        the common stock, par value $0.001 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.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

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

      


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

      


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

      


      “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)(ii) and (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.

      


      “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.

      


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

       

      “Interest
        Conversion Rate”
        means
the
        lesser of (a) the Conversion Price and (b) the
        75%
        of the lesser of (i) the average of the 5 Closing Prices for the 5 consecutive
        Trading Days immediately prior to the applicable Interest Payment Date or
        (ii)
        the average of the 5 Closing Prices for the 5 consecutive Trading Days
        immediately prior to the date the applicable interest payment shares are
        issued
        and delivered if after the Interest Payment Date.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Interest
        Conversion Shares”
        shall
        have the meaning set forth in Section 2(a).

      


      “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) 125% 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
        VWAP 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
        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) 125% of the principal amount of the Debenture then
        outstanding, (ii) accrued but unpaid interest and (iii) all liquidated damages
        and other amounts due in respect of the Debenture.

      


      “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).

      


      “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 and (b) lease obligations and purchase money
        Indebtedness of up to $1,000,000, in the aggregate, incurred in connection
        with
        the acquisition of capital assets and lease obligations with respect to newly
        acquired or leased assets.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

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

      


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

      


      “Purchase
        Agreement”
        means
        the Securities Purchase Agreement, dated as of October 10, 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.

      


      “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.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “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 quoted on the OTC Bulletin Board, the volume
        weighted average price of the Common Stock for such date (or the nearest
        preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not
        then
        listed or quoted on the OTC Bulletin Board 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
        (d) in all other cases, the fair market value of a share of Common
        Stock as
        determined by an independent appraiser selected in good faith by the Holder
        and
        reasonably acceptable to the Company.

      


      Section
        2. Interest.

       

      a)  Payment
        of Interest in Cash 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 7% per annum,
        payable quarterly on January 1, April 1, July 1 and October 1, beginning
        on the
        first such date after the Original Issue Date, on each Conversion Date (as
        to
        that principal amount then being converted), 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 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,
        (i)
        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 and (ii) as to such Interest
        Payment Date, prior to the such Interest Notice Period (but not more 5 Trading
        Days prior to the commencement of the Interest Notice Period), the Company
        shall
        have delivered to the Holder’s account with The Depository Trust Company a
        number of shares of Common Stock to be applied against such Interest Share
        Amount equal to the quotient of (x) the applicable Interest Share Amount
        divided
        by (y) the then Conversion Price (the “Interest
        Conversion Shares”).
        

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      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 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. The aggregate number of shares of Common Stock
        otherwise issuable to the Holder on an Interest Payment Date shall be reduced
        by
        the number of Interest Conversion Shares previously issued to the Holder
        in
        connection with such Interest Payment Date.

       

      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 (other than the Interest Conversion Shares issued prior to an
        Interest Notice Period) 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 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 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. If any Interest Conversion Shares are issued to the Holder in connection
        with an Interest Payment Date and are not applied against an Interest Share
        Amount, then the Holder shall promptly return such excess shares to the
        Company.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      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.

       

      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. 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.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      b)  Conversion
        Price.
        The
        conversion price in effect on any Conversion Date shall be equal to the lesser
        of (a) $1.80, subject to adjustment herein (the “Set Price”) and (b) 75% of the
        average of the 5 consecutive VWAPs immediately prior to the applicable
        Conversion Date (subject to adjustment herein)(the “Conversion
        Price”).

       

      c)  Conversion
        Limitations.
        

      


      i.  [RESERVED].

       

      ii.  Holder’s
        Restriction on Conversion.
        The
        Company shall not effect any conversion of this Debenture, and the Holder
        shall
        not have the right to convert any portion of this Debenture, pursuant to
        Section
        4(a) or otherwise, to the extent that after giving effect to such conversion,
        the Holder (together with the Holder’s affiliates), as set forth on the
        applicable Notice of Conversion, would beneficially own in excess of 4.99%
        of
        the number of shares of the Common Stock outstanding immediately after giving
        effect to such conversion.  For purposes of the foregoing sentence,
        the
        number of shares of Common Stock beneficially owned by the Holder and its
        affiliates shall include the number of shares of Common Stock issuable upon
        conversion of this Debenture with respect to which 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
        portion of this Debenture beneficially owned by the 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 the
        Holder or any of its affiliates.  Except as set forth in the preceding
        sentence, for purposes of this Section 4(c)(ii), beneficial ownership shall
        be
        calculated in accordance with Section 13(d) of the Exchange Act and the rules
        and regulations promulgated thereunder. To the extent that the limitation
        contained in this section applies, the determination of whether this Debenture
        is convertible (in relation to other securities owned by the Holder) and
        of
        which a portion of this Debenture is convertible shall be in the sole discretion
        of such Holder. To ensure compliance with this restriction, the Holder will
        be
        deemed to represent to the Company each time it delivers a Notice of Conversion
        that such Notice of Conversion has not violated the restrictions set forth
        in
        this paragraph and the Company shall have no obligation to verify or confirm
        the
        accuracy of such determination. In
        addition, a determination as to any group status as contemplated above shall
        be
        determined in accordance with Section 13(d) of the Exchange Act and the rules
        and regulations promulgated thereunder. For
        purposes of this Section 4(c)(ii), in determining the number of outstanding
        shares of Common Stock, the Holder may rely on the number of outstanding
        shares
        of Common Stock as reflected in (x) the Company’s most recent Form 10-QSB or
        Form 10-KSB, as the case may be, (y) a more recent public announcement by
        the
        Company or (z) 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 or oral request of the Holder, the Company shall within two Trading
        Days
        confirm orally and in writing to the Holder the number of shares of Common
        Stock
        then outstanding.  In any case, the number of outstanding shares of
        Common
        Stock shall be determined after giving effect to the conversion or exercise
        of
        securities of the Company, including this Debenture, by the Holder or its
        affiliates since the date as of which such number of outstanding shares of
        Common Stock was reported. The provisions of this Section 4(c) may be waived
        by
        the Holder, at the election of the Holder, upon not less than 61 days’ prior
        notice to the Company, and the provisions of this Section 4(c) shall continue
        to
        apply until such 61st day (or such later date, as determined by the Holder,
        as
        may be specified in such notice of waiver). 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
        4.99% beneficial ownership limitation herein contained or to make changes
        or
        supplements necessary or desirable to properly give effect to such 4.99%
        limitation. The limitations contained in this paragraph shall apply to a
        successor holder of this Debenture. The holders of Common Stock of the Company
        shall be third party beneficiaries of this Section 4(c) and the Company may
        not
        waive this Section 4(c) without the consent of holders of a majority of its
        Common Stock.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        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.

       

      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
        excluding for such issuance the condition that the Company deliver Interest
        Conversion Shares as to such interest payment) and (B) a bank check in the
        amount of accrued and unpaid interest (if the Company is required to pay
        accrued
        interest in cash). The Company shall, if available and if allowed under
        applicable securities laws, use its 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 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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      v.  Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Conversion.
        In
        addition to any other rights available to the Holder, if the Company fails
        for
        any reason to deliver to the Holder such certificate or certificates 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
        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 notice indicating the amounts payable to
        the
        Holder in respect of the Buy-In. Notwithstanding anything contained herein
        to
        the contrary, if a Holder requires the Company to make payment in respect
        of a
        Buy-In for the failure to timely deliver certificates hereunder and the Company
        timely pays in full such payment, the Company shall not be required to pay
        such
        Holder liquidated damages under Section 4(d)(iv) in respect of the certificates
        resulting in such 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
        and,
        if the Registration Statement is then effective under the Securities Act,
        registered for public sale in accordance with such Registration
        Statement.

       

      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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      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 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 Set 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.
        If the
        Company or any Subsidiary thereof, 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 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 then Set 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 Set Price, such issuance
        shall be deemed to have occurred for less than the Set Price on such date
        of the
        Dilutive Issuance), then the Set Price shall be reduced to equal the Base
        Conversion Price. Such adjustment shall be made whenever such Common Stock
        or
        Common Stock Equivalents are issued. Notwithstanding
        the foregoing, no adjustment will be made under this Section 5(b) in respect
        of
        an Exempt Issuance.
        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), upon the occurrence of any
        Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
        entitled to receive a number of Conversion Shares based upon the Base Conversion
        Price regardless of whether the Holder accurately refers to the Base Conversion
        Price in the Notice of Conversion. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      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
        Set Price shall be adjusted by multiplying such Set 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 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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      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 Set Price.
        Whenever the Set Price is adjusted pursuant to any of this Section 5, the
        Company shall promptly mail to each Holder a notice setting forth the Set
        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 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. 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Section
        6.
        Redemption.

       

      a)  Optional
        Redemption at Election of Company.
        Subject
        to the provisions of this Section 6, at any time after 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 some or all of the then outstanding Debentures,
        for an amount, in cash, equal to the Optional Redemption Amount on the
        30th
        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 Notice of Conversions
        tendered from the time of delivery of the Optional Redemption Notice through
        the
        date all amounts owing thereon are due and 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, plus all amounts owing thereon is paid in full. Alternatively, if
        any
        portion of the Optional Redemption Amount remains unpaid after such date,
        the
        Holders subject to such redemption may elect, by written notice to the Company
        given at any time thereafter, to invalidate ab initio
        such
        redemption, notwithstanding anything herein contained to the contrary, and,
        with
        respect the failure to honor the Optional Redemption as applicable, the Company
        shall have no further right to exercise such Optional Redemption.
        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
        subject to an Optional Redemption 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.

      


      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:

       

      a)  other
        than Permitted Indebtedness, enter into, create, incur, assume, guarantee
        or
        suffer to exist any indebtedness for borrowed money of any kind, including
        but
        not limited to, a guarantee, on or with respect to any of its property or
        assets
        now owned or hereafter acquired or any interest therein or any income or
        profits
        therefrom;

       

      b)  other
        than Permitted Liens, enter into, create, incur, assume or suffer to exist
        any
        liens of any kind, on or with respect to any of its property or assets now
        owned
        or hereafter acquired or any interest therein or any income or profits
        therefrom;

       

      c)  amend
        its
        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 its Common Stock or Common Stock Equivalents other than as to
        the
        Conversion Shares to the extent permitted or required under the Transaction
        Documents or as otherwise permitted by the Transaction Documents; 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      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, solely in the case of an interest payment or other default under
        clause
        (B) above, is not cured, within 10 calendar days;

       

      ii.  the
        Company shall 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
        10
Trading
        Days after notice of such default sent by the Holder or by any other
        Holder;

       

      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, which failure
        is not
        cured, if possible to cure, within
        10
        Trading Days after notice of such default sent by the Holder or by any other
        Holder;

       

      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 or any other holder of Debentures shall
        be
        untrue or incorrect in any material respect as of the date when made or deemed
        made;

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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, 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 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 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 $75,000, 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; 

       

      vii.  the
        Company shall not comply with the listing or quotation requirements of the
        Trading Market, the Company shall have received notification from the Trading
        Market that it does not comply with the listing or quotation requirements
        of the
        Trading Market or the Common Stock shall not be eligible for quotation on
        or,
        for any reason, including by order of the Commission or the Trading Market,
        quoted for trading on a Trading Market and shall not again be eligible for
        and
        quoted or listed for trading thereon within three Trading Days;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      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) 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 such repurchases shall not
        exceed $100,000, in the aggregate, for all officers and directors during
        the
        term of this Debenture);

       

      ix.  a
        Registration Statement shall not have been declared effective by the Commission
        on or prior to the 200th calendar
        day after the Closing Date; 

       

      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 20 consecutive Trading Days or 30 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 10 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 a Holder prior
        to
        the third Trading Day after a 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;
        

       

      xii.  any
        monetary judgment, writ or similar final process shall be entered or filed
        against the Company or any of its property or other assets for than $50,000,
        and
        shall remain unvacated, unbonded or unstayed for a period of 45 calendar
        days;
        or

       

      xiii.  any
        Person shall breach the lock up agreement delivered to the initial Holders
        pursuant to Section 2.2(a)(x) of the Purchase Agreement. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

          
          

        

      

       

      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. Notwithstanding the foregoing, the Company
        may pay
        the Mandatory Default Amount in shares of Common Stock subject to the
        requirements set forth in this subsection. The price per shares at which
        shares
        of Common Stock issuable in lieu of cash hereunder shall be payable shall
        equal
        the lesser of (x) the average of the 5 consecutive VWAPs immediately prior
        to
        the date such Event of Default occurs, (y) the average of the 5 consecutive
        VWAPs immediately prior to the date such shares are issued or (z) the then
        applicable Conversion Price. Notwithstanding anything herein to the contrary,
        payment in shares of Common Stock may only occur if (i) during the period
        from
        the applicable Event of Default until such issuance is made in full all of
        the
        Equity Conditions have been met and the Company shall have given the Holder
        written irrevocable notice within 2 Trading Days of the Holder’s election to
        accelerate of its determination to pay such Mandatory Default Amount in shares
        of Common Stock and (ii) the daily trading volume for the Common Stock on
        each
        Trading Day during the period from the date of the applicable Event of Default
        through the date such shares are issued shall be equal to at least $1,000,000.
        Subject to the aforementioned conditions, failure to timely provide such
        written
        notice shall be deemed an election by the Company to pay the Mandatory Default
        Amount upon such Event of Default in cash. If at any time the Company pays
        a
        Mandatory Default Amount partially in cash and partially in shares of Common
        Stock, then such payment shall be distributed ratably among the Holders based
        upon the Subscription Amount paid by each Holder. 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. Upon the payment in full of the Mandatory Default Amount
        on this entire Debenture the Holder shall promptly 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 declaration 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 011-852-2583-9222, Attn: Huang Tao 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 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.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      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 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.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      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.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

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

       

      i)  Assumption. 
        Any successor to the Company or 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.

      


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


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      



      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.

       

      
        
          	 	 	 
	 	CHINA
                  EXPERT TECHNOLOGY INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:

                  Title:

                
	 	 


        



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      ANNEX
        A

       

      NOTICE
        OF CONVERSION

      


      The
        undersigned hereby elects to convert principal under the 7% Secured Convertible
        Debenture of China Expert Technology Inc., a Nevada corporation (the
“Company”),
        due
        on October [__, 2006 into shares of common stock, par value $0.001 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:

      



      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Schedule
        1

       

      CONVERSION
        SCHEDULE

      


      The
        7%
        Secured Convertible Debentures due on October [___, 2006, in the aggregate
        principal amount of $____________ issued by China Expert Technology Inc.
        This
        Conversion Schedule reflects conversions made under Section 4 of the above
        referenced Debenture.

      


      Dated:
        

       

      
        	 	 	 	 
	
                 

                Date
                  of Conversion

                (or
                  for first entry, Original Issue Date)

              	
                 

                Amount
                  of Conversion

              	
                 

                Aggregate
                  Principal Amount Remaining Subsequent to Conversion

                (or
                  original Principal Amount)

              	
                 

                Company
                  Attest

              
	 	 	 	 
	 	 	 	 
	
                 

                 

                 

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      


      


      


      
        
          
          

        

        
          25