**Exhibit 10.10**

 

**THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE            (COLLECTIVELY, THE            “****SECURITIES****”),            HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR            THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A            SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT            OF 1933, AS AMENDED (THE            “****ACT****”).            THE SECURITIES ARE            “****RESTRICTED****”            AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,            PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION            REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR            OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE            AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT            IN COMPLIANCE WITH THE ACT.**

 

**SECURED CONVERTIBLE DEBENTURE**

             

**CARGO CONNECTION LOGISTICS HOLDING, INC.**

 

**15% Convertible Debenture**

             

**October 1, 2005**

             
| No. CCLH-001 | **US$75,000.00** |
|--------------|------------------|

 

This Secured Convertible Debenture (the            “Debenture”) is issued            on October 1, 2005 (the “Closing            Date”) by Cargo Connection Logistics Holding, Inc., a            Florida corporation (the            “Company”), to**Jesse Dobrinsky**,**John Lewis Udell**and**Scott Goodman**(together, Messrs.            Dobrinsky, Udell, and Goodman together with their permitted successors and assigns, are            collectively referred to as the            “Holder”), pursuant to            exemptions from registration under the Securities Act of 1933, as amended.

 

**ARTICLE I.**

 

Section 1.01**Principal and            Interest****.**For value            received, the Company hereby promises to pay to the order of the Holder on September            30, 2006 the principal sum of**Seventy-Five Thousand U.S.            Dollars (US $75,000,00),**together with interest on the            unpaid principal of this Debenture at the rate of fifteen percent (15%) per year            (computed on the basis of a 365-day year and the actual days elapsed) from the date of            this Debenture until paid. At the Company’s option, the entire principal amount            and all accrued interest shall be either (a) paid to the Holder on the one (1) year            anniversary from the date hereof or (b) converted in accordance with Section 1.02            herein provided, however, that in no event shall the Holder be entitled to convert this            Debenture for a number of shares of Common Stock in excess of that number of shares of            Common Stock which, upon giving effect to such conversion, would cause the aggregate            number

 

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of            shares of Common Stock beneficially owned by the Holder and its affiliates to exceed            4.99% of the outstanding shares of the Common Stock following such            conversion.

             

Section 1.02**Optional            Conversion****.**The Holder is            entitled, at its option, to convert, and sell on the same day, at any time and from            time to time, until payment in full of this Debenture, all or any part of the principal            amount of the Debenture, plus accrued interest, into shares (the            “Conversion Shares”) of            the Company’s common stock, par value US$.001 per share            (“Common Stock”), at the            price per share (the “Conversion            Price”) equal to the lesser of (a) an amount equal to            $0.005 (the “Fixed Conversion            Price”), or (b) an amount equal to seventy five percent            (75%) of the closing bid price of the Company’s Common Stock , as quoted by            Bloomberg, LP, for the five (5) trading days immediately preceding the Conversion Date            (as defined herein). Subparagraphs (a) and (b) above are individually referred to as a            “Conversion Price”. As            used herein, “Principal            Market” shall mean The National Association of            Securities Dealers Inc.’s Over-The-Counter Bulletin Board, Nasdaq SmallCap            Market, or American Stock Exchange. If the Common Stock is not traded on a Principal            Market, the Closing Bid Price and/or the VWAP shall mean the reported Closing Bid Price            or the VWAP for the Common Stock, as furnished by the National Association of            Securities Dealers, Inc., for the applicable periods. No fraction of shares or scrip            representing fractions of shares will be issued on conversion, but the number of shares            issuable shall be rounded to the nearest whole share. To convert this Debenture, the            Holder hereof shall deliver written notice thereof, substantially in the form of            exhibit “A” to this Debenture, with appropriate insertions (the            “Conversion Notice”), to            the Company at its address as set forth herein. The date upon which the conversion            shall be effective (the “Conversion            Date”) shall be deemed to be the date set forth in the            Conversion Notice.

             

Section 1.03**Interest            Payments****.**The interest so            payable will be paid at the time of maturity or conversion to the person in whose name            this Debenture is registered. At the time such interest is payable, the Holder, in its            sole discretion, may elect to receive the interest in cash (via wire transfer or            certified funds) or in the form of Common Stock. In the event of default, as described            in Article III Section 3.01 hereunder, the Holder may elect that the interest be paid            in cash (via wire transfer or certified funds) or in the form of Common Stock. If paid            in the form of Common Stock, the amount of stock to be issued will be calculated as            follows: the value of the stock shall be the Closing Bid Price on: (i) the date the            interest payment is due; or (ii) if the interest payment is not made when due, the date            the interest payment is made. A number of shares of Common Stock with a value equal to            the amount of interest due shall be issued. No fractional shares will be issued;            therefore, in the event that the value of the Common Stock per share does not equal the            total interest due, the Company will pay the balance in cash.

             

Section 1.04**Paying Agent and            Registrar****.**Initially, the            Company will act as paying agent and registrar. The Company may change any paying            agent, registrar, or Company-registrar by giving the Holder not less than ten (10)            business days’ written notice of its election to do so, specifying the name,            address, telephone number and facsimile number of the paying agent or registrar. The            Company may act in any such capacity.

             

 

2

 

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**ARTICLE II.**

 

Section 2.01    **Amendments and Waiver of Default**.            The Debenture may not be amended. Notwithstanding the above, without the consent of the            Holder, the Debenture may be amended to cure any ambiguity, defect or inconsistency, or            to provide for assumption of the Company obligations to the Holder.

 

**ARTICLE III.**

 

Section 3.01     **Events of Default.**An Event of            Default is defined as follows: (a) failure by the Company to pay amounts due hereunder            within fifteen (15) days of the date of maturity of this Debenture; (b) failure by the            Company's transfer agent to issue Common Stock to the Holder within five (5) days of            the Company's receipt of the attached Notice of Conversion from Holder; (c) failure by            the Company for ten (10) days after notice to it to comply with any of its other            agreements in the Debenture; (d) events of bankruptcy or insolvency. Upon the            occurrence of an Event of Default, the Holder may, in its sole discretion, accelerate            full repayment of all debentures outstanding and accrued interest thereon or may,            notwithstanding any limitations contained in this Debenture, convert all debentures            outstanding and accrued interest thereon into shares of Common Stock pursuant to            Section 1.02 herein.

 

**ARTICLE IV.**

 

Section 4.01     **Rights and Terms of            Conversion.**  This            Debenture, in whole or in part, may be converted at any time following the Closing            Date, into shares of Common Stock at a price equal to the Conversion Price as described            in Section 1.02 above.

 

Section 4.02    **Re-issuance of            Debenture.**  When the            Holder elects to convert a part of the Debenture, then the Company shall reissue a new            Debenture in the same form as this Debenture to reflect the new principal            amount.

 

Section 4.03     **Termination of Conversion            Rights.**    The            Holder's right to convert the Debenture into the Common Stock in accordance with            paragraph 4.01 shall terminate on the date that is the three (3) year anniversary from            the date hereof and this Debenture shall be automatically converted on that date in            accordance with the formula set forth in Section 4.01 hereof, and the appropriate            shares of Common Stock and amount of interest shall be issued to the Holder.

 

**ARTICLE V.**

 

Section 5.01       **Notice.**      Notices regarding this Debenture shall be sent to the parties at the            following addresses, unless a party notifies the other parties, in writing, of a change            of address:

 
| If to the Company, to: | Cargo Connection Logistics Holding, Inc. |
|------------------------|------------------------------------------|
|                   | Attention: Scott Goodman, CFO            |
|                   | Telephone: (516) 239-7000                |
|                   | Facsimile: (516) 239-2508                |

 

 

3

 

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|              |                       |
|-------------------|----------------------------|
| With a copy to:   |                       |
|              |                       |
|              |                       |
|              |                       |
| If to the Holder: | Jesse Dobrinsky            |
|              | 11 Muirfield Rd            |
|              | Rockville Centre, NY 11570 |
|              |                       |
| With a copy to:   | John L. Udell              |
|              | 5 Tanglewood Lane          |
|              | Freeport, NY 11520         |

 

Section 5.02      **Governing            Law**.        This Debenture shall be deemed to be made under and shall be construed            in accordance with the laws of the State of Florida without giving effect to the            principals of conflict of laws thereof. Each of the parties consents to the            jurisdiction of the U.S. District Court sitting in the District of the State of Florida            or the state courts of the State of Florida sitting in Dade County, Florida in            connection with any dispute arising under this Debenture and hereby waives, to the            maximum extent permitted by law, any objection, including any objection based onforumnonconveniensto the bringing of any such            proceeding in such jurisdictions.

 

Section 5.03       **Severability.**  The invalidity of any of the provisions of this Debenture shall not            invalidate or otherwise affect any of the other provisions of this Debenture, which            shall remain in full force and effect.

 

Section 5.04     **Entire Agreement and Amendments.**This Debenture represents the entire agreement between the parties            hereto with respect to the subject matter hereof and there are no representations,            warranties or commitments, except as set forth herein. This Debenture may be amended            only by an instrument in writing executed by the parties hereto.

 

Section 5.05      **Counterparts.**This Debenture may be            executed in multiple counterparts, each of which shall be an original, but all of which            shall be deemed to constitute on instrument,

 

**IN WITNESS WHEREOF,**with the intent to be            legally bound hereby, the Company as executed by this Debenture as of the date first            written above.

 

 
|   |   | **CARGO CONNECTION LOGISTICS HOLDING, INC.** |
|--------|--------|----------------------------------------------|
|        |   | By:                                          | /s/ Scott Goodman as CFO |
|   |   | Name: Scott Goodman                          |
|   |   | Title: Chief Financial Officer               |

 

 

4

 

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**EXHIBIT “A”**

 

**NOTICE OF CONVERSION**

 

**(To be executed by the Holder in order to convert the            Debenture)**

 

**TO:**

 

The undersigned hereby irrevocably elects to convert            US$                                        of the principal amount of the above Debenture into Shares of Common            Stock of Cargo Connection Logistics Holding, Inc., according to the conditions stated            therein, as of the Conversion Date written below.

 
| **Conversion Date:** | **__________________________________________** |
|----------------------|------------------------------------------------|

             
| **Applicable Conversion Price:** | **__________________________________________** |
|----------------------------------|------------------------------------------------|

             
| **Signature:** | **__________________________________________** |
|----------------|------------------------------------------------|

             
| **Name:** | **__________________________________________** |
|-----------|------------------------------------------------|

             
| **Address:** | **__________________________________________** |
|--------------|------------------------------------------------|

             
| **Amount to be converted:** | US**$_________________________________________** |
|-----------------------------|--------------------------------------------------|

             

**Amount of Debenture**
| **unconverted** | US**$_________________________________________** |
|-----------------|--------------------------------------------------|

             
| **Conversion Price Per share:** | US**$_________________________________________** |
|---------------------------------|--------------------------------------------------|

             

**Number of shares of Common**
| **Stock to be issued:** | **__________________________________________** |
|-------------------------|------------------------------------------------|

             

**Please issue the shares of**

**Common Stock in the following**

**name and to the following**
| **address:** | **__________________________________________** |
|--------------|------------------------------------------------|

             
| **Issue to:** | **__________________________________________** |
|---------------|------------------------------------------------|

             
| **Authorized Signature:** | **__________________________________________** |
|---------------------------|------------------------------------------------|

             
| **Name:** | **__________________________________________** |
|-----------|------------------------------------------------|

             
| **Title:** | **__________________________________________** |
|------------|------------------------------------------------|

             
| **Phone Number:** | **__________________________________________** |
|-------------------|------------------------------------------------|

             
| **Broker DTC Participant Code:** | **__________________________________________** |
|----------------------------------|------------------------------------------------|

             
| **Account Number:** | **__________________________________________** |
|---------------------|------------------------------------------------|

 

 

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