Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.6






EXHIBIT 10.6 

MAGENTA NEW MEDIA LIMITED 

DEBENTURE 

Issued under the authority of the Company's
Memorandum &
Articles of Association
and pursuant to resolution of the Directors 

dated the 4th day of October 2004 

THIS DEBENTURE is made BETWEEN

	(1) 	
      Magenta New Media Limited of 27 New Bond Street, London
        W1S 2RH ("the Company");

	 	 
	(2) 	
      ABS Global Capital Inc of 306 Victoria House, Victoria,
      Mahé, Seychelles ("the Debenture Holder")



WHEREAS the Company is indebted to the Debenture Holder for all
principal monies lent to it by the Debenture Holder and or any other
indebtedness of the Company to the Debenture Holder whether actual future or
contingent and whether by subrogation or otherwise ("the Principal Monies") 

NOW THIS DEED WITNESSETH AS FOLLOWS:- 

1.      THE Company hereby
covenants with the Debenture Holder that it will on demand in writing made by
the Debenture Holder pay or discharge to the Debenture Holder the Principal
Monies 

2.      AS security for the
payment and discharge of the Principal Monies and liabilities aforesaid the
Company as beneficial owner hereby:- 

	(1) 	
      Charges to the Debenture Holder by way of Legal Mortgage
      all freehold and leasehold property (including all fittings and fixtures
      and fixed plant and machinery thereon) and now owned by the Company.
      Particulars of the freehold and leasehold property of the Company are set
      out in Schedule 1 ("the Legally Mortgaged Property")

	 	 	 
	(2) 	
      Charges to the Debenture Holder by way of specific
      equitable charge all estates and interests and charges in or over any
      freehold and leasehold property (except the Legally Mortgaged Property)
      now or at any time during the continuance of this security owned acquired
      by or charged to the Company ("the Equitable Charged Property")

	 	 	 
	(3) 	
      Assigns to the Debenture Holder all debts other sums of
      money and other claims of a monetary nature which are now or at any future
      time belonging to or received or receivable by or which become payable to
      or vested in the Company ("the Debts") and the benefit of all securities
      for the same and all interest (if any) due or which becomes due in respect
      thereof TO HOLD the same unto the Debenture Holder subject only to the
      proviso for redemption hereinafter contained

	 	 	 
	(4) 	
      Charges to the Debenture Holder by way of fixed
      charge:-

	 	 	 
		(i) 	
      All stocks shares and other interests including (without
      prejudice to the generality of the foregoing) loan capital indebtedness or
      liabilities on any account or in any manner owing to the Company both
      present and future of



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      the Company in (and from) any company person or body
      wheresoever situate; and

	 	 	 
		(ii) 	
      The goodwill and uncalled capital of the Company both
      present and future

	 	 	 
		(iii) 	
      All patents patent applications trademarks trade names
      registered designs and copyrights and all licences and ancillary and
      connected rights relating to the intan-gible property both present and
      future of the Company

	 	 	 
		(iv) 	
      All monies received or receivable by the Company
      comprising the surplus upon realisation by a prior chargee of its security
      after discharge of all monies and liabilities secured by such prior
      charge

	 	 	 
	(5) 	
      Charges to the Debenture Holder by way of floating charge
      the whole of the remainder of the Company's undertaking property rights
      and assets both present and future and wheresoever situate including
      uncalled capital

	 	 	 
	(6) 	
      With reference to the Equitable Charged Property the
      company undertakes:-

	 	 	 
		(i) 	
      To deposit with the Debenture Holder the deeds and
      documents of title relating thereto;

	 	 	 
		(ii) 	
      At any time upon request to execute over all or any part
      thereof a legal mortgage or legal sub-mortgage as the case may be in
      favour of the Debenture Holder in such form as he shall require

	 	 	 
	(7) 	
      The Debenture Holder may at any time by notice in writing
      to the Company convert the aforesaid floating charge into a fixed charge
      as regards any assets specified in such notice

	 	 	 
	(8) 	
      The property charged by this clause is hereinafter
      collectively referred to as "the Mortgaged
Property"



3.      UNLESS and until the
security hereby constituted shall have become enforceable the floating charge
hereby created shall not hinder or prevent the Company from selling or otherwise
disposing of any part of the assets which are the subject of such floating
charge by way of bargain made at arms length on normal commercial terms in the
ordinary course of the Company's business and for the purposes of carrying on
the same so long as the Company fully complies with the covenants herein
contained. Provided always that the Company shall not be entitled to sell the
whole or any substantial part of its undertaking or assets whether in one
transaction or by a series of transactions 

4.      THE Company shall not
have power without the consent of the Debenture Holder to create any mortgage or
charge on its undertaking or assets or any part thereof ranking in priority to
or pari passu with the charge hereby created

6.      THE Company will at any
time if and when required to do so by the Debenture Holder execute to the
Debenture Holder or as the Debenture Holder shall direct such legal or other
mortgage or other charges of and on all the Company's estate and interest in any
property of the Company which may hereafter be acquired by or belong to the
Company, such mortgages or charges to be prepared by or on behalf of the
Debenture Holder at the cost of the Company and to contain an immediate power of
sale and all other clauses for the benefit of the Debenture Holder as the
Debenture Holder may require 

7.      THE Debenture is issued
subject to and with the benefit of the conditions endorsed hereon 

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8.      THE parties hereto do
not intend that any term of this Agreement should be enforceable by any third
party as provided by The Contracts (Rights Of Third Parties) Act 1999 

IN WITNESS WHEREOF this Deed has been executed as a deed and
delivered on the day and year first above written as follows: 

SCHEDULE I 
Present Freehold and Leasehold Property


NONE 

 

SCHEDULE II 
Present Charges and Factoring Agreements


NONE 

CONDITIONS 

1.      THE Principal Monies
and interest hereby secured shall become immediately repayable and enforceable:-


	 	(1) 	
      If the Company makes default in the payment or repayment
      of any Principal Monies to the Debenture Holder and the Debenture Holder
      by notice in writing to the Company or otherwise calls for repayment of
      the Principal Monies; or

	 	 	 
	 	(2) 	
      If a distress or execution is levied or issued against
      any of the property of the Company and is not paid out within seven days;
      or

	 	 	 
	 	(3) 	
      If the Company is made or an effective resolution is
      passed for winding up of the Company; or

	 	 	 
	 	(4) 	
      If the Company ceases or threatens to cease to carry on
      its business or substantially the whole of its business; or

	 	 	 
	 	(5) 	
      If an encumbrancer takes possession or a receiver is
      appointed of any part of the assets of the Company; or

	 	 	 
	 	(6) 	
      If the Company is unable to pay its debts within the
      meaning of Section 123 of the Insolvency Act, 1986 or any statutory
      modification or re-enactment thereof; or

	 	 	 
	 	(7) 	
      If the Company makes default in observing or fulfilling
      any of its obligations arising under this Debenture and the Debenture
      Holder by notice in writing to the Company declares the security
      constituted by this Debenture to be enforceable



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	2 	(1) 	IN this Debenture any reference to a receiver
      shall be deemed to include a reference to an administrative receiver

	  	  	  
	  	(2) 	
      At the request of the Company or at any time after the
      Principal Monies hereby secured shall have become immediately payable the
      Debenture Holder may appoint by writing a receiver of the property hereby
      charged upon such terms as to remuneration and otherwise as the Debenture
      Holder shall think fit and may from time to time remove the receiver so
      appointed and appoint another in his stead. The receiver so appointed
      shall be the agent of the Company and the Company shall be responsible for
      the acts of such receiver and his defaults and for his remuneration costs
      charges and expenses to the exclusion of liability on the part of the
      Debenture Holder 

	  	  	
	3. 	
      A receiver so appointed shall be entitled to exercise all
      powers conferred on a receiver by the Law of Property Act 1925 and by way
      of addition to and withoutlimiting those powers such receiver shall have
      the power:- 

	  	  	  
	  	(1) 	To take possession of and get in the property
      hereby charged 
	  	  	
      

	  	(2) 	
      To carry on or concur in carrying on the business of the
      Company and for this purpose to borrow money on the security of the
      property hereby charged in priority to this Debenture or
  otherwise

	  	  	
	  	(3) 	
      To sell or concur in selling any of the property hereby
      charged or otherwise deal therewith on such terms in the interests of the
      Debenture Holder as it shall think fit PROVIDED ALWAYS that Section 103 of
      the Law of Property Act 1925 shall not apply 

	  	  	
      

	  	(4) 	
      To make any arrangement or compromise which he shall
      think expedient in the interests of the Debenture Holder

	  	  	
      

	  	(5) 	
      To do all such other acts and things as may be considered
      to be incidental or conducive to any of the matters and powers aforesaid
      and which the receiver may or can lawfully do as agent for the Company
    

	  	  	
	4. 	
      THE net profits of carrying on the business of the
      Company and the net proceeds of any sale by the receiver shall be applied
      by him after provision for all matters specified in Paragraphs (i) (ii)
      (iii) of sub-section 8 of the Section 109 of the Law of Property Act 1925
      and Sections 298 300 614 and Schedule 19 of the Companies Act 1985 in or
      towards satisfaction of all Principal Monies and other monies due to the
      Debenture Holder hereunder PROVIDED THAT any payment made by the receiver
      to the Debenture Holder may be made on account of Principal Monies or
      interest so due or partly in any one way and partly in the other as the
      receiver shall deem expedient. Any surplus shall be paid to the Company
      



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	5. 	
      NOTICES hereunder may be given by the Debenture Holder or
      by the Company by posting the same in prepaid letter addressed to the
      Company or the Debenture Holder at the registered
office



SIGNED as a DEED by
ABS GLOBAL CAPITAL INC
a
Company incorporated in Seychelles
acting by a person who in accordance
with
the laws of that territory is acting under
the authority of the
Company:- 

/s/ Mark Gebhard 

EXECUTED as a deed by 
MAGENTA NEW MEDIA LIMITED
acting
by a Director and Company
Secretary or by two Directors 

Director /s/ Russell J.W. Hanford 

Company Secretary 

Witness: /s/ Mark Gebhard
pp Kingsland (Services)
Limited 

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