Exhibit 10.02


THIS DEBENTURE
AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS DEBENTURE UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO WELLQUEST MEDICAL & WELLNESS CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.


CONVERTIBLE DEBENTURE


          FOR
VALUE RECEIVED, WellQuest Medical & Wellness Corporation, an Oklahoma
corporation (the “Borrower”),
promises to pay to Regent Private Capital LLC (the “Holder”) or its registered assigns or successors in interest,
the sum of Four Hundred Forty Three Thousand One Hundred Twenty Three Dollars
and Twenty Eight Cents ($443,123.28), together with any accrued and unpaid
interest hereon, on April 1, 2012 (the “Maturity
Date”) if not sooner paid.


          Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in that certain Letter Agreement dated as of May 11, 2009 but effective
as of April 1, 2009, between Borrower and the Holder (as amended, modified or
supplemented from time to time, the “Purchase Agreement”).


The following
terms shall apply to this Debenture:


ARTICLE I.         

INTEREST & AMORTIZATION


1. Contract
Rate. Subject to Sections 4.11 and 6.7 hereof, interest payable on this
Debenture shall accrue at a rate per annum equal to ten percent (10.0%) (the “Contract Rate”). 


2. Payments.
Payment of the aggregate principal amount outstanding under this Debenture (the
“Principal Amount”), together with
all accrued interest thereon shall be made on the Maturity Date.


ARTICLE II.       

CONVERSION REPAYMENT


1. Optional
Conversion. The Holder shall have the right, but not the obligation, at any
time until the Maturity Date, or thereafter during an Event of Default and to
convert all or any portion of the outstanding Principal Amount and/or accrued
interest and fees due and payable into fully paid and nonassessable shares of
the Common Stock 






at the Fixed
Conversion Price. The shares of Common Stock to be issued upon such conversion
are herein referred to as the “Conversion
Shares.” The “Fixed Conversion
Price” shall mean $0.08888.


2. Mechanics
of Holder’s Conversion. In the event that the Holder elects to convert this
Debenture into Common Stock, the Holder shall give notice of such election by
delivering an executed and completed notice of conversion (“Notice of Conversion”) to Borrower and such
Notice of Conversion shall provide a breakdown in reasonable detail of the
Principal Amount, accrued interest and fees that are being converted. On each
Conversion Date (as hereinafter defined) and in accordance with its Notice of
Conversion, the Holder shall make the appropriate reduction to the Principal
Amount, accrued interest and fees as entered in its records and shall provide
written notice thereof to the Borrower on the Conversion Date. Each date on
which a Notice of Conversion is delivered or telecopied to Borrower in
accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of
Conversion to be employed by the Holder is annexed hereto as Exhibit A.
Pursuant to the terms of the Notice of Conversion, Borrower will issue
instructions to the transfer agent accompanied by an opinion of counsel to
Borrower of the Notice of Conversion and shall cause the transfer agent to
transmit the certificates representing the Conversion Shares to the Holder by
physical delivery or crediting the account of the Holder’s designated broker
with the Depository Trust Corporation (“DTC”)
through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by
Borrower of the Notice of Conversion (the “Delivery
Date”). In the case of the exercise of the conversion rights set
forth herein the conversion privilege shall be deemed to have been exercised
and the Conversion Shares issuable upon such conversion shall be deemed to have
been issued upon the date of receipt by Borrower of the Notice of Conversion.
The Holder shall be treated for all purposes as the record holder of such
Common Stock, unless the Holder provides Borrower written instructions to the
contrary. 


3. Conversion
Mechanics.


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The number
  of shares of Common Stock to be issued upon each conversion of this Debenture
  shall be determined by dividing that portion of the principal and interest
  and fees to be converted, if any, by the then applicable Fixed Conversion
  Price. 

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Fixed
  Conversion Price and number and kind of shares or other securities to be
  issued upon conversion shall be subject to adjustment from time to time upon
  the happening of certain events while this conversion right remains
  outstanding, as follows:

  



                    A.
Reclassification, etc. If Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Debenture, as to
the unpaid Principal Amount and accrued interest thereon, shall thereafter be
deemed to evidence the right to purchase an adjusted number of such securities
and kind of securities as would have been issuable as the result 






of such change
with respect to the Common Stock (i) immediately prior to or (ii) immediately
after such reclassification or other change at the sole election of the Holder.


                    B.
Stock Splits, Combinations and Dividends. If the shares of Common Stock
are subdivided or combined into a greater or smaller number of shares of Common
Stock, or if a dividend is paid on the Common Stock or any preferred stock
issued by Borrower in shares of Common Stock, the Fixed Conversion Price shall
be proportionately reduced in case of subdivision of shares or stock dividend
or proportionately increased in the case of combination of shares, in each such
case by the ratio which the total number of shares of Common Stock outstanding
immediately after such event bears to the total number of shares of Common
Stock outstanding immediately prior to such event.


4. Reservation
of Shares. During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Common Stock upon the full conversion of
this Debenture. Borrower represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable. Borrower agrees that
its issuance of this Debenture shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Debenture.


5. Issuance
of New Debenture. Upon any partial conversion of this Debenture, a new
Debenture containing the same date and provisions of this Debenture shall, at
the request of the Holder, be issued by the Borrower to the Holder for the
principal balance of this Debenture and interest which shall not have been
converted or paid. Subject to the provisions of Article III, the Borrower will
pay no costs, fees or any other consideration to the Holder for the production
and issuance of a new Debenture.


ARTICLE III.     

EVENTS OF DEFAULT


          The
occurrence of any of the following events set forth in Sections 3.1 through
3.9, inclusive, shall be an “Event of Default”:


1. Failure
to Pay Principal, Interest or other Fees. Borrower fails to pay when due
any installment of principal, interest or other fees hereon or on any other
promissory note issued pursuant to the Purchase Agreement, and such failure
shall continue for a period of ten (10) days following the date upon which any
such payment was due.


2. Breach
of Covenant. Borrower breaches any covenant or other term or condition of
this Debenture in any material respect and such breach, if subject to cure,
continues for a period of fifteen (15) days after the occurrence thereof.






3. Breach
of Representations and Warranties. Any representation or warranty of
Borrower made herein, or the Purchase Agreement, or in any Ancillary Agreement
shall be false or misleading in any material respect.


4. Stop
Trade. An SEC stop trade order or Principal Market trading suspension of
the Common Stock shall be in effect for 5 consecutive days or 5 days during a
period of 10 consecutive days, excluding in all cases a suspension of all trading
on a Principal Market, provided that Borrower shall not have been able to cure
such trading suspension within 30 days of the notice thereof or list the Common
Stock on another Principal Market within 60 days of such notice. The “Principal
Market” for the Common Stock shall include the FINRA OTC Bulletin Board, FINRA
SmallCap Market, FINRA National Market System, American Stock Exchange, or New
York Stock Exchange (whichever of the foregoing is at the time the principal
trading exchange or market for the Common Stock), or any securities exchange or
other securities market on which the Common Stock is then being listed or
traded.


5. Receiver
or Trustee. Any Borrower or any of its Subsidiaries shall make an
assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.


6. Judgments.
Any money judgment, writ or similar final process shall be entered or filed
against any Borrower or any of its Subsidiaries or any of their respective
property or other assets for more than $250,000 in the aggregate for Borrower,
and shall remain unvacated, unbonded or unstayed for a period of thirty (30)
days.


7. Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law for the relief of
debtors shall be instituted by or against any Borrower or any of its
Subsidiaries.


8. Default
Under Other Agreements. The occurrence of an Event of Default under and as
defined in the Purchase Agreement or any Ancillary Agreement or any event of
default (or similar term) under any other agreement evidencing indebtedness of
at least $500,000.


9. Failure
to Deliver Common Stock or Replacement Debenture. Borrower’s failure to
timely deliver Common Stock to the Holder pursuant to and in the form required
by this Debenture and the Purchase Agreement, if such failure to timely deliver
Common Stock shall not be cured within five (5) days. If Borrower is required
to issue a replacement Debenture to Holder and Borrower shall fail to deliver
such replacement Debenture within seven (7) Business Days.


DEFAULT RELATED PROVISIONS


10. Default
Interest Rate. Following the occurrence and during the continuance of an
Event of Default, interest on this Debenture shall automatically be increased
by one-half percent (0.50%) per month, subject to a maximum interest rate of
twelve percent 






(12%) per
annum, and all outstanding Obligations, including unpaid interest, shall
continue to accrue interest from the date of such Event of Default at such
interest rate applicable to such Obligations until such Event of Default is
cured or waived.


11. Conversion
Privileges. The conversion privileges set forth in Article II shall remain
in full force and effect immediately from the date hereof and until this
Debenture is paid in full.


12. Cumulative
Remedies. The remedies under this Debenture shall be cumulative.


ARTICLE IV.      

MISCELLANEOUS


1. Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder
hereof in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.


2. Notices.
Any notice herein required or permitted to be given shall be in writing and
provided in accordance with the terms of the Purchase Agreement.


3. Amendment
Provision. The term “Debenture”
and all reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented, and any successor instrument as it may be amended
or supplemented.


4. Assignability.
This Debenture shall be binding upon each Borrower and its successors and
assigns, and shall inure to the benefit of the Holder and its successors and
assigns, and may be assigned by the Holder in accordance with the requirements
of the Purchase Agreement.


5. Cost of
Collection. If default is made in the payment of this Debenture, each
Borrower shall jointly and severally pay the Holder hereof reasonable costs of
collection, including reasonable attorneys’ fees.


6. Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Debenture shall be
governed by, and construed in accordance with, the internal laws of the State
of Oklahoma without regard to the choice of law principles thereof. Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the State of Oklahoma and the United States District Courts situated therein
for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of 






the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


7. Maximum
Payments. Nothing contained herein shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum
permitted by applicable law. In the event that the rate of interest required to
be paid or other charges hereunder exceed the maximum permitted by such law,
any payments in excess of such maximum shall be credited against amounts owed
by Borrowers to the Holder and thus refunded to the Borrowers


8. Construction.
Each party acknowledges that its legal counsel participated in the preparation
of this Debenture and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Debenture to favor any party against the other.


[Balance of page intentionally left blank;
signature page follows.]






          IN WITNESS WHEREOF, Borrower has caused
this Convertible Debenture to be signed in its name effective as of this 1st
day of April, 2009.


	
   

  	
   

  	
   

  
	
   

  	
  WELLQUEST MEDICAL & WELLNESS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	 


  
	
   

  	
  Name:

  	
  Steve Swift

  
	
   

  	
  Title:

  	
  President

  








EXHIBIT A


NOTICE OF CONVERSION


(To be executed by the Holder in order to
convert all or part of the Debenture

into Common Stock)


[Name and
Address of Holder]


The
undersigned hereby converts $_________ of the principal due on April 1, 2012
under the Convertible Debenture issued by WellQuest Medical & Wellness
Corporation (“Borrower”) dated as of April 1, 2009 by delivery of shares of
Common Stock of Borrower on and subject to the conditions set forth in Article
II of such Debenture.


	
   

  	
   

  
	
  1.     Date
  of Conversion

  	
  _______________________

  
	
   

  	
   

  
	
  2.     Shares
  To Be Delivered:

  	
  _______________________

  
	
   

  	
  ______________________________

  
	
   

  	
   

  
	
   

  	
  By:_______________________________

  
	
   

  	
   

  
	
   

  	
  Name:_____________________________

  
	
   

  	
  Title:______________________________