ex41.htm


    
      DEBENTURE

      
      

       

      
        	$_______ 	
                 _______,
      2009

              


      

       

                                                                                                                                 

       

      FOR VALUE
RECEIVED, Waste2Energy, Inc., a Delaware corporation with an address at 1185
Avenue of the Americas, 20th Floor,
New York, NY 10036 ("Maker"), promises to pay to the order of __________________
("Payee"), the principal sum of _______________ ($___), plus interest on the
outstanding principal from the date hereof to and including the day when
principal is paid in full. Interest shall accrue daily at the rate of ten
percent (10%) per annum.

       

      1.           Payments.
Maker shall pay the entire principal balance, plus all accrued and unpaid
interest thereon, within 90 days from the date of this Debenture. All payments
shall be in lawful money of the United States, and shall be applied first to
accrued interest and then to the outstanding principal balance. Payments shall
be made to Payee at _______________________________________ or at such other
place as Payee or any subsequent holder may designate to Maker in
writing.

       

      2.           Prepayments.
The indebtedness evidenced by this Debenture may be prepaid at any time and from
time to time, without advance notice to Payee, in whole or in part without
premium or penalty, but with accrued interest to the date of prepayment on the
amount of principal being prepaid. Partial prepayments of principal will be
applied to the latest maturing installments.

       

      3.           Mandatory
Prepayment. This Debenture shall automatically become due and payable, including
accrued interest thereon, upon the final closing for the sale of at least
$5,000,000 of the equity securities of Waste2Energy Holdings, Inc. (the Maker’s
parent company (“Waste2Energy) pursuant to the Confidential Private Placement
Offering Memorandum for Accredited Investors Only of Maven Media Holdings, Inc.
(now known as Waste2Energy Holdings, Inc.), dated May 1, 2009, as
amended.

       

      4.           Common
Stock.  Waste2Energy shall promptly issue the Payee
______(_____)[EQUAL TO THE AMOUNT OF THE DEBENTURE] shares of its common
stock.

       

      5.           Payments
to Charles Vista, LLC. It is understood that Maker
shall pay Charles Vista, LLC a fee of Ten Percent (10%) of the principal amount
of this Debenture and a non-accountable expense allowance of Three Percent (3%)
of the principle amount of this Debenture.

       

      6.           Event
of Default. If there is a failure to pay any installment of principal of,
interest when due, Payee may, by notice to Maker, declare this Debenture, all
interest herein, and all other amounts payable hereunder to be due and payable,
whereupon the same shall become immediately due and payable (“Event of
Default”).

       

      7.           No
Waiver, etc. No delay or omission on the part of Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right of
Payee, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Maker,
and every endorser of this Debenture, regardless of the time, order or place of
signing, waives presentment, demand, protest and notices of every kind with
respect to this Debenture and assents (i) to any extension or postponement of
the time of payment and to any other indulgence, or (ii) to the addition or
release of, or any compromise or settlement with, any endorser or other party or
person primarily or secondarily liable hereunder.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.           Payee's
Expenses. Maker also agrees to pay on demand all costs and expenses (including
fees and expenses of counsel) incurred by Payee after the occurrence of an Event
of Default in determining his rights under this Debenture or in administering
and/or enforcing this Debenture. All such costs and expenses shall bear
interest, payable on demand, from the date of payment thereof by Payee until
paid in full by Maker, at the rate from time to time applicable to the principal
of this Debenture.

       

      9.           Governing
Law. This Debenture shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
wholly within New York State, without giving effect to conflict of laws
principles.

       

      10.           Notices.
Any notice or other communication required or permitted under this Debenture
shall be in writing and shall be deemed to have been duly given (i) upon hand
delivery, or (ii) on the third day following delivery to the U.S. Postal Service
as certified or registered mail, return receipt requested and postage prepaid,
or (iii) on the first day following delivery to a nationally recognized United
States overnight courier service, fee prepaid, return receipt or other
confirmation of delivery requested, or (iv) when telecopied or sent by facsimile
transmission if an additional notice is also delivered or mailed, as set forth
under (i), (ii) or (iii) above, within three days thereafter. Any such notice or
communication shall be delivered or directed to a party at its address set forth
above or, as to each such party or any holder hereof, at such other address as
may be designated by such party or holder in a notice given to the other parties
hereto in accordance with the provisions of this paragraph.

       

      11.           Modifications;
Waiver. No modification or waiver of this Debenture or any part hereof shall be
effective unless in writing and signed by Maker and Payee. No waiver of any
breach or condition of this Debenture shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of like kind or different
nature. No course of dealing between Maker and Payee, or between Payee and any
other party, will be deemed effective to modify, amend, waive or discharge any
part of this Debenture or of the rights or obligations of Maker
hereunder.

       

      12.           Jurisdiction
and Venue. In the event that any legal proceedings are commenced in any court
with respect to any matter arising under this Debenture, Maker specifically
consents and agrees that: (i) the courts of the State of New York and/or the
United States Federal Courts located in the State of New York shall have
exclusive jurisdiction over Maker and over the subject matter of any such
proceedings; and (ii) the venue of any such action shall be in New York County,
New York and/or the United States District Court for the Southern District of
New York.

       

       

      IN
WITNESS WHEREOF, Waste2Energy, Inc. has executed this Debenture as of the date
first above written.

       

       

      
        
          	 	Waste2Energy,
    Inc.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title