Exhibit 4.7


     THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.

No. CD-[   ]

                                  VOXWARE, INC.

                   10% Convertible Debenture Due July 1, 2003

(euro)[Amount]                                       Lawrenceville, New Jersey

                                                               October 2, 2002

     Voxware, Inc., a Delaware corporation (the "Company"),  for value received,
hereby  promises to pay to [Lender] or registered  assigns (the  "Lender"),  the
principal sum of up to 220.699,32 Euro (the "Principal Amount") on July 1, 2003,
and to pay interest  (computed on the basis of a 365-day year) from July 1, 2002
on the unpaid balance of such Principal  Amount from time to time outstanding at
the rate of ten  percent  (10%) per annum,  such  interest to be due and payable
upon payment of the  Principal  Amount  hereunder.  Of the  aggregate  Principal
Amount,  100.699,32 Euro has been loaned by the Lender to the Company on July 1,
2002. The remainder of the Principal Amount shall be loaned by the Lender to the
Company on the date hereof. For purposes hereof, a Qualifying Subscription shall
mean the  execution,  before the close of  business  on November  30,  2002,  of
subscription  agreements  (containing such terms as are reasonably acceptable to
the Lender),  substantially  in the form as attached in Schedule 1 hereto,  with
one or more bona fide  investors  providing  for the issuance of 2,500,000  U.S.
Dollars or more of equity of the Company in one or more related financings.

     This  is one of a  series  of the  Company's  Debentures  known  as its 10%
Convertible  Debentures Due July 1, 2003 (individually referred to herein as the
"Debenture" and  collectively  referred to herein as the  "Debentures"),  all of
like tenor,  except as to the identifying  number and principal  amount thereof.
The Debentures are limited in aggregate principal amount to 300.699,32 Euro.

1.       Use of Proceeds.

          -    The  Company  shall use a  portion  of the  proceeds  of the loan
               evidenced  by  the  Debenture  to  fund  the  Company's   capital
               investment  in  Voxware  NV, a limited  liability  company  under
               Belgian  Law,  founded by  Creafund NV and the Company on July 1,
               2002.

<PAGE>


          -    The other  proceeds  shall  only be used to fund the  operational
               expenses of Voxware NV, excluding  expenses or invoices generated
               by the  Company  (other  than the  acquisition  of the  Company's
               voiced based solutions).

          -    Under all  scenarios the Company will be equipped to finance full
               operations  in Voxware  NV from  October  1, 2002  regardless  of
               actual  timing  of  closing  of the  Qualifying  Fundraising.  In
               furtherance  of the  foregoing,  the  Company  hereby  agrees  to
               provide  at least  $90,000  in funding to Voxware NV on or before
               October 31,  2002,  including  $15,000 to be paid within ten (10)
               business days of the date hereof.

2. [Intentionally omitted.]

3. Default Interest.

     In the event the  Company  does not enter into a  Qualifying  Subscription,
every amount overdue under this Debenture shall bear interest from and after the
date on which such  amount  first  became  overdue at an annual  rate of fifteen
percent (15%).  Such interest on overdue  amounts under this Debenture  shall be
payable by force of law and without  need for notice and shall  accrue until the
obligation  of the Company with respect to the payment of such interest has been
discharged  (whether before or after  judgment).  In no event shall any interest
charged, collected or reserved under this Debenture exceed the maximum rate then
permitted by applicable law and if any such payment is paid by the Company, then
such excess sum shall be credited by the Lender as a payment of principal.

4. Conversion.

     (a) General.  This  Debenture  shall be subject to optional  conversion and
mandatory conversion as set forth below:

          (i)  Mandatory  Conversion.  Upon  the  consummation  of a  Qualifying
     Fundraising, the entire outstanding amount of this Debenture (principal and
     interest)   shall   automatically   be  converted   into   fully-paid   and
     non-assessable  shares of  capital  stock of the  Company  as issued in the
     Qualifying  Fundraising  at a price no higher  than the price to be paid by
     the holders of Series C Preferred Stock of the Company participating in the
     Qualifying Fundraising,  and otherwise on the same terms and conditions, as
     agreed upon by the other subscribers to the Qualifying Fundraising,  but in
     no event less than the terms and  conditions  agreed upon by the holders of
     Series C Preferred  Stock of the Company  participating  in the  Qualifying
     Fundraising.  In case these terms and conditions  would  materially  differ
     from the terms and  conditions  as set forth in the Term Sheet  between the
     Company  and  Creafund NV signed on June 19,  2002,  the Lender can, at its
     sole discretion, require that the shares resulting from the conversion have
     the same  terms  and  conditions  as set forth in the  aforementioned  Term
     Sheet.  For the purpose of this  Debenture,  the shares  resulting from the
     mandatory  conversion will be referred to as Preferred  Stock.  The Company
     shall cause notice of mandatory  conversion to be mailed to the Lender,  at
     the Lender's  address  appearing in the  Debenture  Register (as defined in
     Section  8(a)  below),  at least ten (10) days  prior to the date fixed for
     mandatory  conversion  of this  Debenture.  On or before the date fixed for
     mandatory  conversion,  the holder shall  surrender  this  Debenture at the
     place designated in such notice, together with a statement of

                                      -2-
<PAGE>

     the name or names (with address) in which the  certificate or  certificates
     for shares of  Preferred  Stock which shall be issuable on such  conversion
     shall be issued. For purposes of this Debenture,  a Qualifying  Fundraising
     shall mean (i) a Qualifying  Subscription  and (ii) the consummation of the
     equity financing of the Company contemplated by the Qualifying Subscription
     by the close of business on February 28, 2003.

          (ii) Optional Conversion.  In the event a Qualifying  Subscription has
     not  occurred  by  November  30,  2002  and/or  in the  event a  Qualifying
     Fundraising is not  consummated by February 28, 2003 (whether by failure of
     clause  (i)  or  (ii)  as  set  forth  in  the   definition  of  Qualifying
     Fundraising), the Lender has the right, at its option, at any time prior to
     the close of business on July 1, 2003, to convert the outstanding principal
     amount and accrued interest,  or a portion thereof,  of this Debenture into
     fully-paid  and  non-assessable  shares of  preferred  stock  (the  "Senior
     Stock") of the Company, with new rights, preferences and privileges, as set
     forth  in  Schedule  2  hereto,  senior  to  the  rights,  preferences  and
     privileges of the Company's  existing  preferred stock. In case the Company
     is listed or traded on a stock  exchange,  any  regulated  market or on the
     OTC-BB on the date of the  exercise of the option by the Lender,  the price
     for the Senior Stock shall be 33% of the average share price for the Shares
     for the 30 trading  days prior to the date of the exercise of the option by
     the  Lender.  In case  the  Company  is not  listed  or  traded  on a stock
     exchange,  a regulated  market or the OTC-BB on the day of the  exercise of
     the option,  the price for the Senior  Stock shall be 33% of the  intrinsic
     value of the  Company  on the date of the  exercise  of the  option  by the
     Lender,  which will be defined by an independent  expert,  appointed by the
     board of directors of the Company and reasonably  acceptable to the Lender.
     The  option of the  Lender  will be deemed  to have been  exercised  on the
     Conversion  Date,  as defined  below.  In order to exercise  this  optional
     conversion  privilege,  the Lender shall  surrender  this  Debenture to the
     Company during usual business  hours at the Company's  principal  executive
     office,  accompanied by written notice in form  satisfactory to the Company
     that the Lender elects to convert the principal amount and accrued interest
     of this Debenture or a portion hereof specified in such notice. Such notice
     shall also state the name or names (with address) in which the  certificate
     or certificates  for shares of Senior Stock which shall be issuable on such
     conversion shall be issued.

     (b) Surrender of Debenture and Delivery of  Certificates.  When surrendered
for optional or mandatory  conversion,  this Debenture shall,  unless the shares
issuable  on  conversion  are to be issued in the same name as the name in which
this  Debenture  is then  registered,  be duly  endorsed by, or  accompanied  by
instruments  of transfer in form  satisfactory  to the Company duly executed by,
the Lender or his or its duly  authorized  attorney.  As promptly as practicable
after the  surrender of this  Debenture  for  conversion  and the receipt of the
notice specified above (in the case of optional  conversion),  the Company shall
deliver  or cause to be  delivered  at its  principal  executive  office  to the
Lender,  or on the Lender's written order, a certificate or certificates for the
number of full  shares of  Preferred  Stock or Senior  Stock  issuable  upon the
conversion  of this  Debenture,  or  portion  hereof,  in  accordance  with  the
provisions hereof. Such conversion shall be deemed to have been made at the time
this  Debenture  shall  have been  surrendered  for  conversion  and the  notice
specified above (in the case of optional conversion) shall have been received by
the Company at its principal  executive office (the "Conversion  Date"), and the
Lender in whose name any  certificate  or  certificates  for shares of Preferred
Stock or Senior Stock shall be issuable upon such conversion  shall be deemed to
have  become  on the  Conversion  Date  the  holder  of  record  of  the  shares
represented thereby. If less than the entire

                                      -3-
<PAGE>

outstanding  principal  amount of this Debenture is being converted (in the case
of optional  conversion),  a new  Debenture  shall  promptly be delivered to the
Lender for the  unconverted  principal  balance and shall be of like tenor as to
all terms as the Debenture surrendered.

     (c)  Fractional  Shares.  No  fractional  shares of capital  stock shall be
issuable upon conversion of this  Debenture,  but a payment in cash will be made
in respect of any remaining principal and interest not converted hereunder.

     (d)  Stockholder  Approval.  The Lender  acknowledges  that approval of the
Company's  stockholders  is  required  for (i)  consummation  of the  Qualifying
Fundraising and (ii) issuance of the Preferred Stock or Senior Stock.

     (e) Securities Act of 1933. Upon  conversion of this Debenture,  the Lender
may be required to execute  and  deliver to the Company an  instrument,  in form
satisfactory  to  the  Company,  representing  that  the  shares  issuable  upon
conversion  hereof  are being  acquired  for  investment  and not with a view to
distribution within the meaning of the Securities Act of 1933, as amended.

5. Redemption.

     (a) In the event (i) a Qualifying Subscription has not occurred by November
30, 2002 and/or in the event a  Qualifying  Fundraising  is not  consummated  by
February 28, 2003  (whether by failure of clause (i) or (ii) as set forth in the
definition of Qualifying Fundraising) or (ii) the stockholder approval mentioned
in Section  4.d(ii) is not obtained,  this  Debenture  may, at the option of the
Lender,  be called for  redemption at any time after such failure at one hundred
percent  (100%) of the  principal  amount so  redeemed,  plus accrued and unpaid
interest on such redeemed principal amount to the date fixed for redemption. The
Lender shall give at least thirty (30) days prior  written  notice of redemption
to the  Company its  address as shown in Section  9(f) below,  and the notice of
redemption shall specify the date designated for redemption.

     (b) On or after the redemption date fixed in the notice of redemption, this
Debenture (to the extent so redeemed) shall cease to be convertible as set forth
in Section 4 above.  Payment of the redemption price shall be made to the Lender
upon presentation and surrender of this Debenture accompanied by a duly executed
instrument  of  transfer  in blank,  at the  principal  executive  office of the
Company. In the event of a partial redemption, this Debenture shall be presented
to the  Company  for  endorsement  of the amount of  payment  and date paid as a
condition precedent to such payment.

     (c) In the event the  Company  is not  legally  able to pay the  redemption
price to the Lender on the  redemption  date fixed in the notice of  redemption,
interest on the Debenture  shall accrue at the default rate set forth in Section
3 above.

                                      -4-
<PAGE>

6. Prepayment of Principal.

     The  indebtedness  represented by this Debenture may be prepaid in whole or
in part,  subject to the ten business days prior  written  notice to the Lender,
and without payment of any penalty. During this period of ten business days, the
Lender  will  still  have  the  opportunity  to  exercise  his or  its  Optional
Conversion  privilege  as  mentioned  in Section  4(a)(ii)  hereof,  even before
February  28, 2003 (i.e.  even before a  Qualifying  Subscription  has  occurred
and/or  a  Qualifying  Fundraising  is  consummated).  In  no  event  shall  any
prepayment  of  principal  be made with  respect to any of the other  Debentures
unless and until the Company  shall have offered to prepay a like  proportion of
this Debenture.

7. Default.

     The entire unpaid principal of this Debenture and the interest then accrued
on this Debenture  shall become and be immediately  due and payable upon written
demand of the  Lender,  without  any  other  notice or demand of any kind or any
presentment  or protest,  if any one of the following  events shall occur and be
continuing at the time of such demand, whether voluntarily or involuntarily, or,
without  limitation,  occurring or brought about by operation of law or pursuant
to or in  compliance  with any  judgment,  decree  or order of any  court or any
order, rule or regulation of any governmental body:

     (a) If default shall be made in the payment of any installment of principal
of any of the  Debentures,  and if any such default shall remain  unremedied for
ten (10) days; or

     (b) If the Company (i) makes a composition or an assignment for the benefit
of creditors or trust mortgage,  (ii) applies for,  consents to,  acquiesces in,
files a petition  seeking  or admits  (by  answer,  default  or  otherwise)  the
material allegations of a petition filed against it seeking the appointment of a
trustee, receiver or liquidator, in bankruptcy or otherwise, of itself or of all
or a substantial  portion of its assets, or a  reorganization,  arrangement with
creditors  or other  remedy,  relief or  adjudication  available to or against a
bankrupt,  insolvent or debtor under any bankruptcy or insolvency law or any law
affecting  the rights of  creditors  generally,  or (iii)  admits in writing its
inability to pay its debts generally as they become due; or

     (c) If an order for relief shall have been entered by a bankruptcy court or
if a decree,  order or judgment  shall have been entered  adjudging  the Company
insolvent,  or  appointing  a receiver,  liquidator,  custodian  or trustee,  in
bankruptcy  or  otherwise,  for it or for all or a  substantial  portion  of its
assets, or approving the winding-up or liquidation of its affairs on the grounds
of insolvency or nonpayment of debts, and such order for relief,  decree,  order
or judgment  shall  remain  undischarged  or unstayed for a period of sixty (60)
days; or if any  substantial  part of the property of the Company is sequestered
or attached and shall not be returned to the  possession  of the Company or such
subsidiary or released from such attachment within sixty (60) days.

                                      -5-
<PAGE>

8. Debenture Register.

     (a) The Company  shall keep at its  principal  executive  office a register
(herein sometimes referred to as the "Debenture Register"), in which, subject to
such reasonable regulations as it may prescribe,  but at its expense (other than
transfer  taxes,  if any),  the Company shall provide for the  registration  and
transfer (subject to applicable securities laws) of this Debenture.

     (b) Whenever this Debenture shall be surrendered at the principal executive
office  of the  Company  for  transfer  or  exchange,  accompanied  by a written
instrument  of  transfer in form  reasonably  satisfactory  to the Company  duly
executed by the Lender or his or its attorney duly  authorized  in writing,  the
Company  shall  execute  and  deliver in exchange  therefor a new  Debenture  or
Debentures,  as may be requested by such Lender,  in the same  aggregate  unpaid
principal  amount and  payable on the same date as the  principal  amount of the
Debenture or Debentures so  surrendered;  each such new Debenture shall be dated
as of the date to which interest has been paid on the unpaid principal amount of
the Debenture or Debentures so surrendered and shall be in such principal amount
and registered in such name or names as such Lender may designate in writing.

     (c) Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss, theft, destruction or mutilation of this Debenture and of indemnity
reasonably  satisfactory  to it, and upon  reimbursement  to the  Company of all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
this Debenture (in case of mutilation) the Company will make and deliver in lieu
of this Debenture a new Debenture of like tenor and unpaid  principal amount and
dated as of the date to which  interest  has been paid on the  unpaid  principal
amount  of this  Debenture  in lieu of  which  such  new  Debenture  is made and
delivered.

9. General.

     (a) Successors and Assigns. This Debenture,  and the obligations and rights
of the Company hereunder,  shall be binding upon and inure to the benefit of the
Company, the Lender, and their respective heirs, successors and assigns.


     (b) Adjustment for stock splits, etc. Wherever in this Debenture there is a
reference  to shares of  capital  stock of the  Company  of any class or series,
then, upon the occurrence of any  subdivision,  combination or stock dividend of
such  class or series  of stock,  the  number  of shares so  referenced  in this
Debenture shall  automatically be proportionally  adjusted to reflect the effect
on the outstanding  shares of such class or series of stock by such subdivision,
combination or stock dividend.

     (c) Security;  Recourse.  This  Debenture  shall be secured by that certain
Security  Agreement  between  the  Company  and the Lender  dated as of the date
hereof  (the  "Security  Agreement").  Recourse  under this  Debenture  shall be
limited to the Collateral (as defined in the Security Agreement) and the general
unsecured assets of the Company only and in no event to the officers,  directors
or stockholders of the Company.

     (d)  Changes.  Changes in or  additions  to this  Debenture  may be made or
compliance with any term, covenant, agreement,  condition or provision set forth
herein may be omitted or

                                      -6-
<PAGE>

waived (either generally or in a particular instance and either retroactively or
prospectively), upon written consent of the Company and the Lender.

     (e) Currency. All payments shall be made in such coin or currency of Europe
(= Euro / (euro)) as at the time of payment  shall be legal  tender  therein for
the payment of public and private debts.

     (f) Notices. All notices,  requests,  consents and demands shall be made in
writing  and shall be mailed  postage  prepaid,  or  delivered  by hand,  to the
Company or to the Lender at their  respective  addresses  set forth  below or to
such other address as may be furnished in writing to the other party hereto:

                  If to the Lender:

                  [                  ]

                  If to the Company:

                  Voxware, Inc.
                  Lawrenceville Office Park
                  168 Franklin Corner Road
                  Lawrenceville, New Jersey 08648
                  Attention: Chief Executive Officer

     (g)  Saturdays,  Sundays,  Holidays.  If any  date  that may at any time be
specified in this Debenture as a date for the making of any payment of principal
or interest  under this  Debenture  shall fall on  Saturday,  Sunday or on a day
which in the Lawrenceville,  New Jersey shall be a legal holiday,  then the date
for the making of that payment shall be the next  subsequent  day which is not a
Saturday, Sunday or legal holiday.

     (h)  Severability.  If any  provision of this  Debenture  becomes  invalid,
illegal or unenforceable in any respect under any law, the validity, legality or
enforceability  of the remaining  provisions shall not in any way be affected or
impaired.  Such  invalid,  illegal or  unenforceable  provision  will  then,  by
agreement between the parties,  be replaced by such a provision as reflects best
the purpose and contents of the invalid, illegal or unenforceable provision.

     (i) Failure to exercise. The failure by either party to enforce at any time
any of the provisions of this Debenture or to require at any time performance by
another  party of any such  provision,  shall,  in no way, be  construed to be a
waiver of such provisions,  nor in any way affect the validity of this Debenture
or any part thereof, or the right of either party thereafter to enforce each and
every provision.

     (j)  Governing  Law.  This  Debenture  shall be  construed  and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the Country of Belgium. All

                                      -7-
<PAGE>


disputes  arising in connection with the present  Debenture  between the parties
shall  be  finally  settled  in  Brussels  by  three  arbitrators  appointed  in
accordance  with the rules of CEPINA.  The  language  of the  procedure  will be
English.

     IN WITNESS  WHEREOF,  this  Debenture  has been executed and delivered as a
sealed  instrument  on the date  first  above  written  by the  duly  authorized
representative of the Company.



                               VOXWARE, INC.



                               By:
                                  -----------------------------------
                                     Name:  Bathsheba J. Malsheen
                                     Title:    President and Chief
                                               Executive Officer



                               [LENDER]



                               By:
                                  ----------------------------------
                                     Name:
                                     Title:



[Corporate Seal]


ATTEST:
        ----------------------------------
               Nicholas Narlis, Secretary

                                      -8-

<PAGE>


------------------------------------------------------------------------------
        Name                        Principal Amount of Debenture
        ----                        -----------------------------
------------------------------------------------------------------------------
    Wim Deneweth                         (euro) 5.000,00
------------------------------------------------------------------------------
  BVBA Com2Wizards                       (euro)7.500,00

------------------------------------------------------------------------------
   Eurl Val D'Auso                      (euro) 27.500,00

------------------------------------------------------------------------------
    Avvision BVBA                       (euro) 40.000,00

------------------------------------------------------------------------------
     Creafund NV                        (euro) 220.699,32

------------------------------------------------------------------------------
        TOTAL                           (euro) 300.699,32
------------------------------------------------------------------------------