DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE 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 RULE 504 OF REGULATION D PROMULGATED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS.  US
$150,000December 31, 2008 8%
CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2008  THIS DEBENTURE of Cozumel Corporation, a Delaware corporation (the
“Company”) in the aggregate principal amount of One Hundred Fifty Thousand
Dollars (US $150,000), is designated as its $150,000, 8% Convertible
Debenture due December 31, 2005 (the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to Arrakis Select,
Ltd.or its registered assigns (the “Holder”), the principal sum of One Hundred
Fifty Thousand Dollars (US $150,000), on or prior to December 31, 2005 (the
“Maturity Date”) and to pay interest to the Holder on the principal sum at the
rate of eight percent (8%) per annum.  Interest shall accrue daily
commencing on the Original Issuance Date (as defined in Section 1 below) in
the form of cash or common stock of the Company selected by the Holder subject
to the provisions of Section 2(b) hereof, until payment in full of the principal
sum, together with all accrued and unpaid interest, has been made or duly
provided for.  If at any time after the Original Issuance Date an Event of
Default has occurred and is continuing, interest shall accrue at the rate of
fifteen percent (15%) per annum from the date of the Event of Default and the
applicable cure period through and including the date of payment.  Interest
due and payable hereunder shall be paid to the person in whose name this
Debenture (or one or more successor Debentures) is registered on the records of
the Company regarding registration and transfers of the Debentures (the
“Debenture Register”); provided, however, that the Company’s
obligation to a transferee of this Debenture shall arise only if such transfer,
sale or other disposition is made in accordance with the terms and conditions
hereof and of applicable securities laws.  A transfer of the right to
receive principal and interest under this Debenture shall be transferable only
through an appropriate entry in the Debenture Register as provided herein. If the Company in order to consummate a merger (the “Merger”)
enters into a merger agreement or similar agreement with other parties (the
“Merger Partners”), the Merger Partners will effective upon the consummation of
any such Merger assume all of the obligations, jointly and severally, with the
Company, under this Debenture and substitute the Company’s Common Stock, into
which this Debenture is convertible, for common stock of such Merger Partner
(“MP Common Stock”).   If the Merger occurs, then (i) references
herein to Company Common Stock shall be references to MP Common Stock and (ii)
any references the Company shall be read as references to the MP that issued the
MP Common Stock as if this Debenture were issued on the date hereof by the MP
that issued the MP Common Stock and the Company shall have no further
obligations to issue shares of Common Stock hereunder.  For the benefit of
the Holder, the Company shall use its best efforts to effectuate the intentions
of this paragraph. If there is a Merger all of the provisions of this Debenture
(specifically including Section 4) shall be read and interpreted as if this
Debenture was issued by the Merger Partner issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common
Stock. This Debenture is subject to the following additional
provisions: Section
1. Definitions.
  As used in this Agreement, the following terms shall have the
following meanings: “Adjusted Conversion Price” means the lesser of the Fixed
Conversion Price or the Floating Conversion Price one day prior to the record
date set for the determination of stockholders entitled to receive dividends,
distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii)
and (iv). “Company” shall mean the Company  or in the event there is a
Merger, shall mean such Merger Partner that issues the MP Common Stock. “Common Stock” shall mean the Common Stock of the Company, par
value $.001, and in the event there is a Merger, shall mean the MP Common Stock
(as adjusted for any reverse splits, forward splits, combination,
reclassification or stock dividend). “Conversion Date” shall have the meaning set forth in Section 4(a)
hereof. “Conversion Ratio” means, at any time, a fraction, the numerator
of which is the then outstanding principal amount represented by the Debentures
plus accrued but unpaid interest thereon, and the denominator of which is the
conversion price at such time. “Fixed Conversion Price” shall have the meaning set forth in
Section 4(c)i hereof. “Floating Conversion Price” shall have the meaning set forth in
Section 4(c)i hereof. “Maximum Conversion” shall have the meaning set forth in Section
4(c)(i) hereof. “Notice of Conversion” shall have the meaning set forth in Section
4(a) hereof. “Original Issuance Date” shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof. Section
2. Denominations
of Debentures; Interest on Debentures.  The Debentures are exchangeable
for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same, but shall not
be issuable in denominations of less than integral multiplies of One Thousand
Dollars (US$1,000.00).  No service charge to the Holder will be made for
such registration of transfer or exchange. Section
3. Events
of Default and Remedies. I. “Event of Default,” when used herein, means any one of the
following events (whatever the reason and whether any such event 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):  (a) any default in the payment of the principal of or interest on this
Debenture as and when the same shall become due and payable either at the
Maturity Date, by acceleration, conversion, or otherwise;  (b) the Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach of, this
Debenture, and such failure or breach shall not have been remedied within five
(5) Business Days of its receipt of notice of such failure or breach;  (c) the occurrence of any event or breach or default by the Company
hereunder and , if there is a cure period, such failure or breach shall not have
been remedied within the cure period provided for therein;  (d) the Company or any of its Subsidiaries shall commence a voluntary
case under the United States Bankruptcy Code as now or hereafter in effect or
any successor thereto (the “Bankruptcy Code”); or an involuntary case is
commenced against the Company under the Bankruptcy Code and the petition is not
controverted within thirty (30) days, or is not dismissed within sixty (60)
days, after commencement of the case; or a “custodian” (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of the Company or the Company 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 there
is commenced against the Company any such proceeding which remains undismissed
for a period of sixty (60) days; or the Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Company 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 thirty (30) days; or the Company
makes a general assignment for the benefit of creditors; or the Company shall
fail to pay, or shall state in writing that it is unable to pay its debts
generally as they become due; or the Company shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts; or
the Company shall by any act or failure to act indicate its consent to, approval
of or acquiescence in any of the foregoing; or any corporate or other action is
taken by the Company for the purpose of effecting any of the foregoing;  (e) the Company shall default in any of its obligations under any
mortgage, indenture or instrument under which there may be issued, or by which
there may be secured or evidenced, any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00), 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;  (f) the Company shall have its Common Stock deleted or delisted, as
the case may be, from the American Stock Exchange, OTCBB or other national
securities exchange or market on which such Common Stock is listed for trading
or suspended from trading thereon, and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;  (g) notwithstanding anything herein to the contrary, but subject to
the limitations set forth in the Debentures, the Company shall fail to deliver
share certificates representing the shares of Common Stock to be issued upon
conversion of the Debentures within three (3) Business Days after to the
Company’s receipt  of notice;  (h) the Company shall issue a press release, or otherwise make
publicly known, that it is not honoring a properly executed and duly delivered
Notice of Conversion complying with the terms of this Debenture, for any reason
whatsoever; and  (i) the Company issues or enters into an agreement to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns, during the period commencing
on the date hereof and ending on the five year anniversary of the Post-Closing
Date.  II. (a) If any Event of Default occurs, and continues beyond a cure
period, if any, then the Holder may, by written notice to the Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company, notwithstanding anything contained herein to
the contrary, and the Holder may immediately and without expiration of any
additional 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 the Holder at any time prior to
payment hereunder.  No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.  This
shall include, but not be limited to the right to temporary, preliminary and
permanent injunctive relief without the requirement of posting any bond or
undertaking.  (b) The Holder may thereupon proceed to protect and enforce its rights
either by suit in equity and/or by action at law or by other appropriate
proceedings whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Debenture or in aid of the
exercise of any power granted in this Debenture, and proceed to enforce the
payment of any of the Debentures held by it, and to enforce any other legal or
equitable right of such Holder.  (c) Except as expressly provided for herein, the Company specifically
(i) waives all rights it may have (A) to notice of nonpayment, notice of
default, demand, presentment, protest and notice of protest with respect to any
of the obligations hereunder or the shares of Common Stock and (B) notice
of acceptance hereof or of any other action taken in reliance hereon, notice and
opportunity to be heard before the exercise by the Holder of the remedies of
self-help, set-off, or other summary procedures and all other demands and
notices of any type or description except for cure periods, if any; and (ii)
releases the Holder, its officers, directors, agents, employees and attorneys
from all claims for loss or damage caused by any act or failure to act on the
part of the Holder, its officers, attorneys, agents, directors and employees
except for gross negligence or willful misconduct.  (d) As a non-exclusive remedy, upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued interest thereon at the lesser of the Fixed Conversion Price or the
Floating Conversion Price upon giving a Notice of Conversion to the Company.
 Except as otherwise provided herein, the Company shall not have the right
to object to the conversion or the calculation of the applicable conversion
price, absent manifest error.  III. To effectuate the terms and provision of this Debenture, the
Holder may give notice of any default to the Attorney-in-Fact as set forth
herein and give a copy of such notice to the Company and its counsel,
simultaneously, and request the Attorney-in-Fact to comply with the terms of
this Debenture  and all agreements entered into on behalf of the
Company.  Section
4. Conversion. (a) The unpaid principal amount of this Debenture shall be convertible
into shares of Common Stock at the Conversion Ratio as defined above, and
subject to the Limitation on Conversion described in subsection (k), at the
option of the Holder, in whole or in part, at any time, commencing on the
Original Issuance Date.  Such shares of Common Stock shall be under
 restriction pursuant to Rule 144 of the Securities Act.  Any
conversion under this Section 4(a) shall be for a minimum principal amount
of $1,000.00 of the Debentures plus the interest accrued and due thereon.
 The Holder shall effect conversions by surrendering the Debenture to be
converted to the Company Agent, together with the form of notice attached hereto
as Appendix I (“Notice of Conversion”) in the manner set forth in
Section 4(j) hereof.  Each Notice of Conversion shall specify the
principal amount of Debentures to be converted and the date on which such
conversion is to be effected (the “Conversion Date”) which date shall not be
less than two (2) Business Days after the date on which the Notice of Conversion
is delivered to the Company.  Subject to the last paragraph of
Section 4(b) hereof, each Notice of Conversion, once given, shall be
irrevocable.  If the Holder is converting less than all of the principal
amount represented by the Debentures tendered by the Holder in the Notice of
Conversion, the Company shall deliver to the Holder a new Debenture for such
principal amount as has not been converted within two (2) Business Days of the
Conversion Date.   Upon conversion in full of the Debentures or upon
the Maturity Date, the Holder shall return the Debentures to the Company for
cancellation.  (b) Not later than two (2) Business Days after the Conversion Date,
the Company shall deliver to the Holder (i) a certificate or certificates
representing the number of shares of Common Stock being acquired upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been surrendered to the Company, the Company shall deliver to the Holder
Debentures in the principal amount of the Debentures not yet converted;
provided, however, that the Company shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon
conversion of the Debentures, until the Debentures are either delivered for
conversion to the Company or any transfer agent for the Debentures or Common
Stock, or the Holder notifies the Company that such Debentures have been lost,
stolen or destroyed and provides an affidavit of loss and an agreement
reasonably acceptable to the Company indemnifying the Company from any loss
incurred by it in connection with such loss, theft or destruction.  In the
case of a conversion pursuant to a Notice of Conversion, if such certificate or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled, upon providing 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 Debentures tendered for conversion.  (c) The conversion price for the Debentures in effect on any
Conversion Date shall be the lesser of (a)  $0.01 (the “Fixed
Conversion Price”) and (b) one hundred percent (100%) of the average of
the three (3) lowest closing bid prices per share of the Common Stock during the
forty (40) Trading Days immediately preceding the Conversion Date (the “Floating
Conversion Price”); provided, however, that the aggregate maximum
number of shares of Common Stock that the First Debenture and Second Debenture
may be converted into shall be Three Million (3,000,000) shares (the “Maximum
Conversion”); and further provided, however, that upon the Maximum
Conversion, the Company may, at its option (a) increase the Maximum Conversion
or  redeem the unconverted amount of the Debentures in whole or in part at
one hundred twenty five percent (125%) of the unconverted amount of such
Debentures being redeemed plus accrued interest thereon. For purposes of
determining the closing bid price on any day, reference shall be to the closing
bid price for a share of Common Stock on such date on the OTCBB (or such other
exchange, market, or other system that the Common Stock is then traded on), as
reported on Bloomberg, L.P. (or similar organization or agency succeeding to its
functions of reporting prices).  (ii) If the Company, at any time while any of the Debentures are
outstanding, (a) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock payable in shares of
its capital stock (whether payable in shares of its Common Stock or of capital
stock of any class), (b) subdivide outstanding shares of Common Stock into
a larger number of shares, (c) combine outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification any
shares of capital stock of the Company, the Fixed Conversion Price as applied in
Section 4(c)(i) shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock of the Company outstanding immediately
before such event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such event.
 Any adjustment made pursuant to this Section 4(c)(ii) 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 reclassification, provided that no adjustment shall be made if
the Company does not complete such dividend, distribution, subdivision,
combination or reclassification.  (iii) If, at any time while any of the Debentures are outstanding, the
Company issues or sells shares of Common Stock, or options, warrants or other
rights to subscribe for or purchase shares of Common Stock (excluding shares of
Common Stock issuable upon the conversion of the Debentures or upon the exercise
of options, warrants or conversion rights granted prior to the date hereof) and
at a price per share less than the Per Share Market Value  of the Common
Stock at the issue date mentioned below, the Fixed Conversion Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding on the date of
issuance of such shares, options, warrants or rights plus the number of shares
which the aggregate offering price of the total number of shares so offered
would purchase at such Per Share Market Value, and the denominator of which
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding on the date of issuance of such options, rights or warrants
plus the number of additional shares of Common Stock offered for subscription or
purchase.  Such adjustment shall be made whenever such options, rights or
warrants are issued (and if such adjustment is made, no further adjustment will
be made when such options, rights or warrants are exercised), and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such options, rights or warrants.
 However, upon the expiration of any options, right or warrant to purchase
Common Stock, the issuance of which resulted in an adjustment in the conversion
price designated in Section 4(c)(i) hereof pursuant to this Section 4(c)(iii),
if any such options, right or warrant shall expire and shall not have been
exercised, the Fixed Conversion Price shall immediately upon such expiration be
recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
conversion price made pursuant to the provisions of this Section 4 after the
issuance of such rights or warrants) had the adjustment of the conversion price
made upon the issuance of such options, rights or warrants been made on the
basis of offering for subscription or purchase only that number of shares of
Common Stock actually purchased upon the exercise of such options, rights or
warrants actually exercised.  There will be no adjustment under this
Section 4(c)(iii) if Common Stock is issued due to the exercise of (x) employee
stock options that were issued to such employee, or (y) other options, warrants
or rights to subscribe for or purchase that, in any case, are issued at an
exercise or subscription price equal to Per Share Market Value.  (iv) If, at any time while Debentures are outstanding, the Company
distributes to all holders of Common Stock (and not to holders of Debentures)
evidences of Company indebtedness or assets, or rights or warrants to subscribe
for or purchase any security (excluding those referred to in Section 4(c)(iii)
hereof), then, in each such case, the conversion price at which each Debenture
then outstanding shall thereafter be convertible shall be determined by
multiplying (A) the Fixed Conversion Price in effect immediately prior to
the record date fixed for determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the Per Share Market
Value of the Common Stock determined as of the record date mentioned above 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
Common Stock as determined by the Board of Directors in good faith and the
denominator of which shall be the Per Share Market Value of the Common Stock on
such record date; provided, however, that in the event of a
distribution exceeding ten percent (10%) of the net assets of the Company, such
fair market value shall be determined by a nationally recognized or major
regional investment banking firm or firm of independent certified public
accountants of nationally recognized standing (which may be the firm that
regularly examines the financial statements of the Company) (an “Appraiser”)
selected in good faith by the holders of a majority of the principal amount of
the Debentures then outstanding; and provided, further, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in which case such fair market value
shall be equal to the average of the determinations by each such Appraiser.
 In either case the adjustments shall be described in a statement provided
to the Holder and all other holders of Debentures 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.  The Company shall pay all fees and expenses
of any Appraiser selected under this Section 4(c)(iv).  (v) All calculations under this Section 4 shall be made to the nearest
1/1000th of a cent or the nearest 1/1000th of a share, as the case may be.
 Any calculation equal to or over .005 shall be rounded up to the next cent
or share and any calculation less than .005 shall be rounded down to the
previous cent or share.  (vi) In the event the conversion price is not adjusted pursuant to
Section 4(c)(ii) or (v), within two (2) Business Days following the occurrence
of an event described therein and, in the case of Section 4c(iv), within three
(3) Business Days following the determination of the fair market value by the
Appraiser(s), the Holder shall have the right to require the Company to redeem
the Debentures at 125% of the Purchase Price and simultaneously pay such amount
and all accrued interest and dividends to the Holder pursuant to the written
instructions provided by the Holder.  The Company will have two (2)
Business Days to make the appropriate adjustment from the time the Company is
provided with written notice from the Holder of a failure to comply with this
Section 4.  (vii) Whenever the Fixed Conversion Price is adjusted pursuant to
Section 4(c)(ii),(iii) or (iv), the Company shall within two (2) Business Days
after the determination of the new Fixed Conversion Price mail and fax (in the
manner set forth in Section 4(j) hereof) to the Holder and to each other
holder of Debentures, a notice (“Company Notice of Conversion Price Adjustment”)
setting forth the Fixed Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.  (viii) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then each holder of Debentures then
outstanding shall have the right thereafter to convert such Debentures only into
the shares of stock and other securities and property receivable upon or deemed
to be held by holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the Holder shall
be entitled upon such event to receive such amount of securities or property as
the holder of shares of the Common Stock into which such Debentures could have
been converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled.  The
terms of any such consolidation, merger, sale, transfer or share exchange shall
include such terms so as to continue to give to the Holder the right to receive
the securities or property set forth in this Section 4(c)(viii) upon any
conversion following such consolidation, merger, sale, transfer or share
exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share
exchanges;  (ix) If:  (A)  the Company shall declare a dividend (or any other
distribution) on its Common Stock; or  (B) the Company shall declare a special non-recurring cash
dividend  redemption of its Common Stock; or  (C)   the Company shall authorize the grant 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; or  (D)  the approval of any stockholders of the Company shall be
required in connection with any reclassification of the Common Stock of the
Company (other than a subdivision or combination of the outstanding shares of
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, or
any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; or  (E)  the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding-up of the affairs of the Company;  then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Debentures, and shall cause to be
mailed and faxed to the Holder and each other holder of the Debentures at their
last addresses and facsimile number set forth in the Debenture Register at least
twenty (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 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, share
exchange, dissolution, liquidation or winding-up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding-up; provided, however, 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. (d) If at any time conditions shall arise by reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company, is not adequately covered by the other
provisions hereof and which might materially and adversely affect the rights of
the Holder and all other holders of Debentures (different or distinguishable
from the effect generally on rights of holders of any class of the Company’s
capital stock), the Company shall, at least twenty (20) calendar days prior to
the effective date of such action, mail and fax a written notice to each holder
of Debentures briefly describing the action contemplated, and an Appraiser
selected by the holders of majority in principal amount of the outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards established in this Section 4 and the Debentures), of
the conversion price (including, if necessary, any adjustment as to the
securities into which Debentures may thereafter be convertible) and any
distribution which is or would be required to preserve without diluting the
rights of the holders of Debentures; provided, however, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in which case the adjustment shall be
equal to the average of the adjustments recommended by each such Appraiser.
 The Company shall pay all fees and expenses of any Appraiser selected
under this Section 4(d). The Board of Directors of the Company shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the taking of any such action contemplated, as the case may be; provided,
however, that no such adjustment of the conversion price shall be made
which, in the opinion of the Appraiser(s) giving the aforesaid opinion or
opinions, would result in an increase of the conversion price above the
conversion price then in effect.  (e) Subject to the terms and limitations set forth in the Debentures
including without limitation, Sections 4.14 and 4.28 thereof, the Company
covenants and agrees that it shall, at all times, reserve and keep available out
of its authorized and unissued Common Stock solely for the purpose of issuance
upon conversion of the Debentures as herein provided, free from preemptive
rights or any other actual contingent purchase rights of persons other than the
Holder of the Debentures, two (2) times such number of shares of Common Stock as
shall be issuable (taking into account the adjustments and restrictions of
Section 4(c) and Section 4(d) hereof) upon the conversion of the aggregate
principal amount of the outstanding Debentures.  The Company covenants
that, subject to the limitations set forth in this Section 4(e), all shares of
Common Stock that shall be issuable upon conversion of the Debentures shall,
upon issuance, be duly and validly authorized and issued and fully paid and
non-assessable.  (f) No fractional shares of Common Stock shall be issuable upon a
conversion hereunder and the number of shares to be issued shall be rounded up
to the nearest whole share.  If a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.  (g) The issuance of a certificate or certificates for shares of Common
Stock upon conversion of the Debentures shall be made without charge to the
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issuance 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 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.  (h) The Debentures converted into Common Stock shall be canceled upon
conversion.  (i) On the Maturity Date, the unconverted principal amount of the
Debentures and all interest due thereon shall either be paid off in full by the
Company or, if payment in full is not received within two (2) Business Days
after the Maturity Date, convert automatically into shares of Common Stock at
the lesser of the Fixed Conversion Price and the Floating Conversion Price as
set forth in Section 4(c)(i).  (j) Each Notice of Conversion shall be given by facsimile  no
later than 4:00 pm California time on any Business Day.   Any such
notice shall be deemed given and effective upon the transmission of such
facsimile at the facsimile telephone of the Company (with printed confirmation
of transmission).  In the event that the Company receives the Notice of
Conversion after 6:00 p.m. California time on such day, or the Holder receives
the Company Notice of Conversion Price Adjustment after 6:00 p.m. California
time, any such notice shall be deemed to have been given on the next Business
Day.  (k) the conversion rights of the Purchaser set forth in the
Debentures shall be limited, solely to the extent required, from time to time,
such that, unless the Purchaser gives written notice 75 days in advance to
the Company of the Purchaser’s intention to exceed the Limitation on Conversion
as defined herein, with respect to all or a specified amount of the Debentures
and the corresponding number of the Underlying Shares in no instance shall the
Purchaser (singularly, together with any Persons who in the determination of the
Purchaser, together with the Purchaser, constitute a group as defined in Rule
13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent
such conversion would result in the Purchaser beneficially owning more than five
percent (5%) of the outstanding shares of Common Stock of the Company.  For
these purposes, beneficial ownership shall be defined and calculated in
accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing
being herein referred to as the “Limitation on Conversion”);
provided, however, that the Limitation on Conversion shall not
apply to any forced or automatic conversion pursuant to this Agreement or the
Debentures; and provided, further that if the Purchaser shall have
declared an Event of Default and, if a cure period is provided, the Company
shall not have properly and fully cured such Event of Default within any such
cure period, the provisions of this Section 4.18 shall be null and void from and
after such date.  The Company shall, promptly upon its receipt of a Notice
of Conversion tendered by the Purchaser (or its sole designee) for the
Debentures, as applicable, notify the Purchaser by telephone and by facsimile
(the “Debenture Notice”) of the number of shares of Common Stock
outstanding on such date and the number of Underlying Shares, which would be
issuable to the Purchaser (or its sole designee, as the case may be) if the
conversion requested in such Notice of Conversion were effected in full and the
number of shares of Common Stock outstanding giving full effect to such
conversion whereupon, in accordance with the Debentures, notwithstanding
anything to the contrary set forth in the Debentures, the Purchaser may, by
notice to the Company within one (1) Business Day of its receipt of the
Debenture Notice by facsimile, revoke such conversion to the extent (in whole or
in part) that such Purchaser determines that such conversion would result in the
ownership by such Purchaser of shares of Common Stock in excess of the
Limitation on Conversion.  The Debenture Notice shall begin the 75 day
advance notice required in this subsection (k). Section
5. Redemption
of Debentures.  (a)  At any time after the Execution Date, so
long as no Event of Default has occurred and, if a cure period is provided,
 has not been cured, the Company shall have the option to redeem any
unconverted amount of the Debentures, either in part or whole, upon no less than
thirty (30) days written notice thereof given to the Holder (the “Redemption
Notice”), at one hundred twenty five percent (125%) of the unconverted amount of
the Debentures plus accrued interest thereon (the “Redemption Price”).
 Notwithstanding anything contained herein to the contrary, if the Company
decides to redeem the outstanding principal amount of the Debenture under the
second proviso in the first sentence of Section 4(c)(i) of this Debenture, the
Company shall have three (3) Business Days from their decision to redeem the
Debenture in order to effectuate  the redemption of such principal amount
of the outstanding Debenture. (b) Within three (3) Business Days prior to the date fixed for
redemption in the Redemption Notice, the Company shall deposit the Redemption
Price by wire transfer to the Company's transfer agent.  Upon receipt of
the Redemption Price, on such redemption date, the transfer agent shall release
the Redemption Price to the Holder and return the remaining Debentures to the
Company. (c) In the event that the Company fails to deposit the Redemption
Price in the transfer agent's account within the time allocated in Section 5(b)
hereof, then the redemption shall be declared null and void. Section 6. Intentionally Omitted. Section 7. Absolute Payment Obligation; Limitation on Prepayment.
 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, and interest on, this Debenture at the
time, place, and rate, and in the coin or currency, herein prescribed.
 This Debenture is a direct obligation of the Company.  This Debenture
ranks pari passu with all other Debentures now or hereafter issued under the
terms set forth herein.  The Company may not prepay any portion of the
outstanding principal amount on the Debentures except in accordance with
Sections 4(c)(i) or 5 hereof. Section 8. No Rights of Stockholders.  Except as otherwise
provided herein, this Debenture shall not entitle the Holder to any of the
rights of a stockholder of the Company, including without limitation, the right
to vote on or consent to any action, to receive dividends and other
distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.  Section 9. Loss, Theft, Mutilation or Destruction.  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 an affidavit of
such loss, theft or destruction of such Debenture, and, if requested by the
Company, an agreement to indemnity the Company in form reasonably acceptable to
the Company.  Section 10. Governing Law.  This Debenture shall be governed by
and construed and enforced in accordance with the internal laws of the State of
California without regard to the principles of conflicts of law thereof.
 Any action to enforce the terms of this Debenture,  or any other
Transaction Document shall be exclusively brought in the state and/or federal
courts in the state and county of California.  Service of process in any
action by the Holder to enforce the terms of this Debenture may be made by
serving a copy of the summons and complaint, in addition to any other relevant
documents, by commercial overnight courier to the Company at its principal
address.  Section 11. Notices.  Any notice, request, demand, waiver,
consent, approval or other communication which is required or permitted to be
given to any party hereunder shall be in writing and shall be deemed duly given
only if delivered to the party personally or sent to the party by facsimile upon
electronic confirmation receipt (promptly followed by a hard-copy delivered in
accordance with this Section 12) or three days after being mailed by registered
or certified mail (return receipt requested), with postage and registration or
certification fees thereon prepaid, or if sent by nationally recognized
overnight courier, one day after being mailed, addressed to the party at its
principal address or such other address as may be designated hereafter by notice
given pursuant to the terms of this Section 11.  Section 12. 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 in any other occasion.  Any waiver must be in
writing.  Section  13. Invalidity.  If any provision of this Debenture is
held to be invalid, illegal or unenforceable, the balance of this Debenture
shall remain in effect, and if any provision is held to be inapplicable to any
person or circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.  Section 14. Payment Dates.  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 following Business Day.  Section 15. Transfer; Assignment.  This Debenture may not be
transferred or assigned, in whole or in part, at any time, except in compliance
by the transferor and the transferee with applicable federal and state
securities laws.  Section 16. Future Financing.  If, at any time this Debenture is
outstanding, the Company, or its successors in interest due to mergers,
consolidations and/or acquisitions (the “Successors-in-Interest”), is funded an
amount equal to or exceeding Five Million United States dollars ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser an amount equal to One Hundred Fifty Percent (150%) of the then
outstanding Debenture (the “Lump Sum Payment”).  Upon the Purchaser’s
receipt of the Lump Sum Payment, any and all remaining obligations then
outstanding between the Company or the Successors-in-Interest, as the case may
be, and this Debenture shall be deem satisfied, and this Debenture shall be
terminated.  This provision shall survive both Closing and
Post-Closing.  Section 17. Fees of Enforcement.  In the event any Party commences
legal action to enforce its rights under this Debenture, the non-prevailing
party shall pay all reasonable costs and expenses (including but not limited to
reasonable attorney’s fees, accountant’s fees, appraiser’s fees and
investigative fees) incurred in enforcing such rights.        [Signature Page Follows]  IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by
an officer thereunto duly authorized as of the date first above indicated.  COZUMEL
CORPORATION   Attest:
______________________ By:
______________________________ Name:   Title: Chief
Executive Officer  APPENDIX I   NOTICE OF CONVERSION AT
THE ELECTION OF THE HOLDER  (To be Executed by
the Registered Holder in order to Convert
the Debentures)  Except as provided by
Section 4(b) of the Debentures, the undersigned hereby irrevocably elects to
convert the attached Debenture into shares of Common Stock, par value [$0.001]
per share (the “Common Stock”), of Cozumel Corporation (the “Company”), or, if a
Merger (as defined in the Debenture) has occurred, into shares of MP Common
Stock (as defined in the Debenture) according to the provisions hereof, as of
the date written below.  If shares are to be issued in the name of a person
other than 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 fees will be
charged to the Holder, except for transfer taxes, if any.    Conversion
calculations:  Date
to Effect Conversion   Principal
Amount of Debentures to be Converted   Interest
to be Converted or Paid   Applicable
Conversion Price (Pursuant to Section 4(c)(v))   Number
of Shares to be Issued Upon Conversion   Signature   Name   Address     APPENDIX I   NOTICE OF CONVERSION AT
THE ELECTION OF THE HOLDER  (To be Executed by
the Registered Holder in order to Convert
the Debentures)  Except as provided by
Section 4(b) of the Debentures, the undersigned hereby irrevocably elects to
convert the attached Debenture into shares of Common Stock, par value $0.00] per
share (the “Common Stock”), of Cozumel Corporation (the “Company”), or, if a
Merger (as defined in the Debenture) has occurred, into shares of MP Common
Stock (as defined in the Debenture) according to the provisions hereof, as of
the date written below.  If shares are to be issued in the name of a person
other than 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 fees will be
charged to the Holder, except for transfer taxes, if any.   Conversion
calculations:  Date
to Effect Conversion   Principal
Amount of Debentures to be Converted   Interest
to be Converted or Paid   Applicable
Conversion Price (Pursuant
to Section 4(c)))   Number
of Shares to be Issued Upon Conversion   Signature   Name   Address