Exhibit
      10.2

    


    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS 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
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
      IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    Original
      Issue Date: December 7, 2007

     

    Original
      Conversion Price (subject to adjustment herein): $0.15

    


    $
      7,000,000


    


    8%
      SENIOR SECURED CONVERTIBLE DEBENTURE

    DUE
      THE MATURITY DATE

    


    THIS
      DEBENTURE is one of a series of duly authorized and validly issued 8% Senior
      Secured Convertible Debentures of Foldera, Inc., a Nevada corporation, (the
      “Company”),
      having its principal place of business at 17011 Beach Blvd., Suite 1500,
      Huntington Beach, CA 92647, designated as its 8% Senior Secured Convertible
      Debenture due the Maturity Date (this debenture, the “Debenture”
and,
      collectively with the other debentures of such series, the “Debentures”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to Vision Opportunity Master Fund, Ltd.
      or
      its registered assigns (the “Holder”),
      or
      shall have paid pursuant to the terms hereunder, the principal sum of $7,000,000
      (or such lesser amount as has been loaned) on the Maturity Date (the
“Maturity
      Date”)
      or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder, and to pay interest to the Holder on the aggregate
      unconverted and then outstanding principal amount of this Debenture in
      accordance with the provisions hereof. This Debenture is subject to the
      following additional provisions:

    


    Section
      1. Definitions.
      For the
      purposes hereof, in addition to the terms defined elsewhere in this Debenture,
      (a) capitalized terms not otherwise defined herein shall have the meanings
      set
      forth in the Purchase Agreement and (b) the following terms shall have the
      following meanings:

    


    “Alternate
      Consideration”
shall
      have the meaning set forth in Section 5(e).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    “Bankruptcy
      Event”
means
      any of the following events: (a) the Company or any Significant Subsidiary
      (as
      such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a
      case
      or other proceeding under any bankruptcy, reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction relating to the Company or any Significant
      Subsidiary thereof; (b) there is commenced against the Company or any
      Significant Subsidiary thereof any such case or proceeding that is not dismissed
      within 60 days after commencement; (c) the Company or any Significant Subsidiary
      thereof is adjudicated insolvent or bankrupt or any order of relief or other
      order approving any such case or proceeding is entered; (d) the Company or
      any
      Significant Subsidiary thereof suffers any appointment of any custodian or
      the
      like for it or any substantial part of its property that is not discharged
      or
      stayed within 60 calendar days after such appointment; (e) the Company or any
      Significant Subsidiary thereof makes a general assignment for the benefit of
      creditors; (f) the Company or any Significant Subsidiary thereof calls a meeting
      of its creditors with a view to arranging a composition, adjustment or
      restructuring of its debts; or (g) the Company or any Significant Subsidiary
      thereof, by any act or failure to act, expressly indicates its consent to,
      approval of or acquiescence in any of the foregoing or takes any corporate
      or
      other action for the purpose of effecting any of the foregoing.

    


    “Base
      Conversion Price”
shall
      have the meaning set forth in Section 5(b).

    


    “Business
      Day”
means
      any day except any Saturday, any Sunday, any day which shall be a federal legal
      holiday in the United States or any day on which banking institutions in the
      State of New York are authorized or required by law or other governmental action
      to close.

    


    “Buy-In”
shall
      have the meaning set forth in Section 4(d)(v).

    


    “Change
      of Control Transaction”
means
      the occurrence after the date hereof of any of (i) an acquisition after the
      date
      hereof by an individual or legal entity or “group” (as described in Rule
      13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
      through legal or beneficial ownership of capital stock of the Company, by
      contract or otherwise) of in excess of 33%
      of the
      voting securities of the Company (other than by means of conversion or exercise
      of the Debentures and the Securities issued together with the Debentures, or
      otherwise by Vision or its Affiliates), or (ii) the Company merges into or
      consolidates with any other Person, or any Person merges into or consolidates
      with the Company and, after giving effect to such transaction, the stockholders
      of the Company immediately prior to such transaction own less than 66%
      of the
      aggregate voting power of the Company or the successor entity of such
      transaction, or (iii) the Company sells or transfers all or substantially all
      of
      its assets to another Person and the stockholders of the Company immediately
      prior to such transaction own less than 66%
      of the
      aggregate voting power of the acquiring entity immediately after the
      transaction, or (iv) a replacement at one time or within a three-year period
      of
      more than one-half of the members of the Company’s board of directors which is
      not approved by a majority of those individuals who are members of the board
      of
      directors on the date hereof (or by those individuals who are serving as members
      of the board of directors on any date whose nomination to the board of directors
      was approved by a majority of the members of the board of directors who are
      members on the date hereof), or (v) the execution and consummation by the
      Company of an agreement to which the Company is a party or by which it is bound,
      providing for any of the events set forth in clauses (i) through (iv)
      above.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    “Conversion
      Date”
shall
      have the meaning set forth in Section 4(a).

    


    “Conversion
      Price”
shall
      have the meaning set forth in Section 4(b).

    


    “Conversion
      Shares”
means,
      collectively, the shares of Common Stock issuable upon conversion of this
      Debenture in accordance with the terms hereof.

    


    “Debenture
      Register”
shall
      have the meaning set forth in Section 2(d).

    


    “Dilutive
      Issuance”
shall
      have the meaning set forth in Section 5(b).

    


    “Dilutive
      Issuance Notice”
shall
      have the meaning set forth in Section 5(b).

    


    “Draw
      Down”
shall
      have the meaning set forth in Section 2(a). 

     

    “Draw
      Down Maximum”
shall
      have the meaning set forth in Section 2(a).

     

    “Draw
      Down Period”
shall
      have the meaning set forth in Section 2(a). 

    


    “Draw
      Down Request”
shall
      have the meaning set forth in Section 2(a). 

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in the Registration Rights Agreement. 

    


    “Equity
      Conditions”
means,
      during the period in question, (i)
      the
      Company shall have duly honored all conversions and redemptions scheduled to
      occur or occurring by virtue of one or more Notices of Conversion of the Holder,
      if any, (ii) the Company shall have paid all liquidated damages and other
      amounts due and owing to the Holder in respect of this Debenture, (iii)
      there is an effective Registration Statement pursuant to which the Holder is
      permitted to utilize the prospectus thereunder to resell all of the shares
      issuable pursuant to the Transaction Documents (and the Company believes, in
      good faith, that such effectiveness will continue uninterrupted for the
      foreseeable future), (iv) the Common Stock is trading on a Trading Market and
      all of the shares issuable pursuant to the Transaction Documents are listed
      or
      quoted for trading on such Trading Market (and the Company believes, in good
      faith, that trading of the Common Stock on a Trading Market will continue
      uninterrupted for the foreseeable future), (v) there is a sufficient number
      of
      authorized but unissued and otherwise unreserved shares of Common Stock for
      the
      issuance of all of the shares issuable pursuant to the Transaction Documents,
      (vi) there is no existing Event of Default or no existing event which, with
      the
      passage of time or the giving of notice, would constitute an Event of Default,
      (vii) the issuance of the shares in question to the Holder would not violate
      the
      limitations set forth in Section 4(c) herein, (viii)
      there has been no public announcement of a pending or proposed and active
      Fundamental Transaction or Change of Control Transaction that has not been
      consummated, (ix) the Holder is not in possession of any information provided
      by
      the Company that constitutes, or may constitute, material non-public information
      and (x) for each Trading Day in a period of 20 consecutive Trading Days prior
      to
      the applicable date in question, the daily trading volume for the Common Stock
      on the principal Trading Market exceeds $50,000 (subject to adjustment for
      forward and reverse stock splits and the like) per Trading Day.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    “Event
      of Default”
shall
      have the meaning set forth in Section 8.

    


    “Forced
      Conversion”
shall
      have the meaning set forth in Section 6.

    


    “Forced
      Conversion Date”
shall
      have the meaning set forth in Section 6.

    


    “Forced
      Conversion Notice”
shall
      have the meaning set forth in Section 6.

    


    “Forced
      Conversion Notice Date”
shall
      have the meaning set forth in Section 6. 

    


    “Fundamental
      Transaction”
shall
      have the meaning set forth in Section 5(e).

     

    “Late
      Fees”
shall
      have the meaning set forth in Section 2(d).

    


    “Mandatory
      Default Amount”
means
      the sum of (i) the greater of (A) 115% of the outstanding principal amount
      of
      this Debenture, plus 100% of accrued and unpaid interest hereon, or (B) the
      outstanding principal amount of this Debenture, plus all accrued and unpaid
      interest hereon, divided by the Conversion Price on the date the Mandatory
      Default Amount is either (a) demanded (if demand or notice is required to create
      an Event of Default) or otherwise due or (b) paid in full, whichever has a
      lower
      Conversion Price, multiplied by the VWAP on the date the Mandatory Default
      Amount is either (x) demanded or otherwise due or (y) paid in full, whichever
      has a higher VWAP, and (ii) all other amounts, costs, expenses and liquidated
      damages due in respect of this Debenture.

    


    “Maturity
      Date”
shall
      mean the earlier of (i) 2 years from the last Draw Down or (ii) November 1,
      2010.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    “New
      York Courts”
shall
      have the meaning set forth in Section 9(d).

    


    “Notice
      of Conversion”
shall
      have the meaning set forth in Section 4(a).

    


    “Optional
      Redemption”
shall
      have the meaning set forth in Section 6(b).

    


    “Optional
      Redemption Amount”
means
      the sum of (i) 120% of the then outstanding principal amount of the Debenture,
      (ii) accrued but unpaid interest and (iii) all liquidated damages and other
      amounts due in respect of the Debenture.

    


    “Optional
      Redemption Date”
shall
      have the meaning set forth in Section 6(b).

    


    “Optional
      Redemption Notice”
shall
      have the meaning set forth in Section 6(b).

    


    “Optional
      Redemption Notice Date”
shall
      have the meaning set forth in Section 6(b).

    


    “Original
      Issue Date”
means
      the date of the first issuance of the Debentures, regardless of any transfers
      of
      any Debenture and regardless of the number of instruments which may be issued
      to
      evidence such Debentures.

    


    “Permitted
      Indebtedness”
means
      (a) the indebtedness evidenced by the Debentures and (b) indebtedness of up
      to
      $100,000 that (i) is expressly subordinate to the Debentures pursuant to a
      written subordination agreement with the Purchasers that is acceptable to each
      Purchaser in its sole and absolute discretion and (ii) matures at a date later
      than the 91st
      day
      following the Maturity Date, and (c) lease obligations and purchase money
      Indebtedness of up to $500,000 in the aggregate.

    


    “Permitted
      Lien”
means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Company) have been established
      in
      accordance with GAAP; (b) Liens imposed by law which were incurred in the
      ordinary course of the Company’s business, such as carriers’, warehousemen’s and
      mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
      the ordinary course of the Company’s business, and which (x) do not individually
      or in the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of the
      Company and its consolidated Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of
      preventing for the foreseeable future the forfeiture or sale of the property
      or
      asset subject to such Lien; (c) Liens incurred in connection with Permitted
      Indebtedness under clauses (a) and (b) thereunder; and (d) Liens incurred in
      connection with Permitted Indebtedness under clause (c) thereunder, provided
      that such Liens are not secured by assets of the Company or its Subsidiaries
      other than the assets so acquired or leased.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of December 5, 2007, among the
      Company and the original Holders, as amended, modified or supplemented from
      time
      to time in accordance with its terms.

    


    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of the Purchase
      Agreement, among the Company and the original Holders, as amended, modified
      or
      supplemented from time to time in accordance with its terms.

    


    “Registration
      Statement”
means
      a
      registration statement that registers the resale of all Conversion Shares of
      the
      Holder, names the Holder as a “selling stockholder” therein, and meets the
      requirements of the Registration Rights Agreement.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Share
      Delivery Date”
shall
      have the meaning set forth in Section 4(d).

    


    “Subsidiary”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Threshold
      Period”
shall
      have the meaning set forth in Section 6. 

    


    “Trading
      Day”
means
      a
      day on which the principal Trading Market is open for business.

    


    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the Nasdaq
      Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
      the
      New York Stock Exchange or the OTC Bulletin Board.

    


    “Transaction
      Documents”
shall
      have the meaning set forth in the Purchase Agreement.

    


    Section
      2. Draw
      Downs and Interest.

     

    a) Draw
      Downs.
      On the
      Closing Date, the Holder shall loan the Company $1,000,000, in the aggregate
      with the other Holders. On January 1, 2008, and on the 1st
      day of
      each month thereafter, at the Company’s sole option and upon 3 Business Days’
prior written notice from the Company (such notice, each a “Draw
      Down Request”),
      the
      Company may request (i) on January 1, 2008 an additional $1,000,000, and (ii)
      on
      the first day of each month thereafter through and including November 1, 2008
      an
      additional $500,000, draw down of the aggregate principal amount from the
      Holders (each a “Draw
      Down”)
      up to
      a total of $7,000,000 (such aggregate amount, the “Draw
      Down Maximum”)
      and
      each such Draw Down shall be as set forth on Annex
      B,
      attached hereto, which Vision shall be authorized to complete and rely upon
      at
      any time upon each Draw Down; provided,
      however,
      the
      Company may only issue a Draw Down Request if, at the time of such Draw Down
      Request, there are no Events of Default then existing and, if an Event of
      Default is then existing, the Holder may reject such Draw Down Request. The
      Holder shall have 3 Business Days’ from receipt of the Draw Down Request to
      decide, in its sole and absolute discretion, whether to fund the Draw down,
      and
      shall communicate such decision to the Company no later than the 4th
      Business
      Day after such Draw Down Request. If the Holder determines to fund the Draw
      Down
      Request, it shall so fund within 5 Business Days of the Draw Down Request (the
      “Draw Down Date”). The Company shall issue a Warrant per Section 2.2(c) of the
      Purchase Agreement upon such funding. The Holder may, upon 5 Business Days’
prior written notice to the Company, accelerate the Draw Down Periods and
      advance up to the Holder’s pro-rata share of the Draw Down Maximum to the
      Company at any time prior to the six months prior to the Maturity Date. Together
      with each Draw Down Request, the Company shall provide the Holder with a
      certificate from either its chief executive officer or chief financial officer
      certifying that (1) the representations and warranties of the Company in the
      Purchase Agreement are true and correct in all material respects as of the
      date
      of such Draw Down Request and (2) there are no Events of Default (or events
      which, with the passage of time or the giving of notice, would become Events
      of
      Default) then existing as of such Draw Down Request and Draw Down. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    b) Payment
      of Interest in Cash.
      The
      Company shall pay interest to the Holder on the aggregate unconverted and then
      outstanding principal amount of this Debenture at the rate of 8% per annum,
      payable quarterly on January 1, April 1, July 1 and October 1, beginning on
      the
      first such date after the Original Issue Date, on each Conversion Date (as
      to
      that principal amount then being converted) and on the Maturity Date (each
      such
      date, an “Interest
      Payment Date”)
      (if
      any Interest Payment Date is not a Business Day, then the applicable payment
      shall be due on the next succeeding Business Day), in cash. 

     

    c) Interest
      Calculations.
      Interest shall be calculated on the basis of a 360-day year, consisting of
      twelve 30 calendar day periods, and shall accrue daily commencing on the
      Original Issue Date until payment in full of the outstanding principal, together
      with all accrued and unpaid interest, liquidated damages and other amounts
      which
      may become due hereunder, has been made. Interest shall cease to accrue with
      respect to any principal amount converted, provided that, the Company actually
      delivers the Conversion Shares within the time period required by Section
      4(d)(ii) herein. Interest hereunder will be paid to the Person in whose name
      this Debenture is registered on the records of the Company regarding
      registration and transfers of this Debenture (the “Debenture
      Register”).
      

    


    d) Late
      Fee.
      All
      overdue accrued and unpaid interest to be paid hereunder shall entail a late
      fee
      at an interest rate equal to the lesser of 18% per annum or the maximum rate
      permitted by applicable law (“Late
      Fees”)
      which
      shall accrue daily from the date such interest is due hereunder through and
      including the date of actual payment in full. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    e) Prepayment.
      Except
      as otherwise set forth in this Debenture, the Company may not prepay any portion
      of the principal amount of this Debenture without the prior written consent
      of
      the Holder. 

    


    Section
      3.  Registration
      of Transfers and Exchanges.
      

     

    a) Different
      Denominations.
      This
      Debenture is exchangeable for an equal aggregate principal amount of Debentures
      of different authorized denominations, as requested by the Holder surrendering
      the same. No service charge will be payable for such registration of
      exchange.

     

    b) Investment
      Representations.
      This
      Debenture has been issued subject to certain investment representations of
      the
      original Holder set forth in the Purchase Agreement and may be transferred
      or
      exchanged only in compliance with the Purchase Agreement and applicable federal
      and state securities laws and regulations. 

    


    c) Reliance
      on Debenture Register.
      Prior
      to due presentment for transfer to the Company of this Debenture, the Company
      and any agent of the Company may treat the Person in whose name this Debenture
      is duly registered on the Debenture Register as the owner hereof for the purpose
      of receiving payment as herein provided and for all other purposes, whether
      or
      not this Debenture is overdue, and neither the Company nor any such agent shall
      be affected by notice to the contrary.

    


    Section
      4.  Conversion.

     

    a) Voluntary
      Conversion.
      At any
      time after the Original Issue Date until this Debenture is no longer
      outstanding, the principal amount of this Debenture shall be convertible, in
      whole or in part, into shares of Common Stock at the option of the Holder,
      at
      any time and from time to time (subject to the conversion limitations set forth
      in Section 4(c) hereof). The Holder shall effect conversions by delivering
      to the Company a Notice of Conversion, the form of which is attached hereto
      as
Annex
      A
      (a
“Notice
      of Conversion”),
      specifying therein the principal amount of this Debenture to be converted and
      the date on which such conversion shall be effected (such date, the
“Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion is deemed delivered hereunder.
      To effect conversions hereunder, the Holder shall not be required to physically
      surrender this Debenture to the Company unless the entire principal amount
      of
      this Debenture, plus all accrued and unpaid interest thereon, has been so
      converted. Conversions hereunder shall have the effect of lowering the
      outstanding principal amount of this Debenture in an amount equal to the
      applicable conversion. The Holder and the Company shall maintain records showing
      the principal amount(s) converted and the date of such conversion(s). The
      Company may deliver an objection to any Notice of Conversion within 2 Business
      Days of delivery of such Notice of Conversion. In the event of any dispute
      or
      discrepancy, the records of the Holder shall be controlling and determinative
      in
      the absence of manifest error. The
      Holder, and any assignee by acceptance of this Debenture, acknowledge and agree
      that, by reason of the provisions of this paragraph, following conversion of
      a
      portion of this Debenture, the unpaid and unconverted principal amount of this
      Debenture may be less than the amount stated on the face
      hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    b) Conversion
      Price.
      The
      conversion price per share of Common Stock in effect on any Conversion Date
      shall be equal to $0.15,
      subject
      to adjustment herein (the “Conversion
      Price”).

    


    c) Holder’s
      Restriction on Conversion.
      The
      Company shall not effect any conversion of this Debenture, and a Holder shall
      not have the right to convert any portion of this Debenture, to the extent
      that
      after giving effect to the conversion set forth on the applicable Notice of
      Conversion, the Holder (together with the Holder’s Affiliates, and any other
      person or entity acting as a group together with the Holder or any of the
      Holder’s Affiliates) would beneficially own in excess of the Beneficial
      Ownership Limitation (as defined below).  For purposes of the foregoing
      sentence, the number of shares of Common Stock beneficially owned by the Holder
      and its Affiliates shall include the number of shares of Common Stock issuable
      upon conversion of this Debenture with respect to which such determination
      is
      being made, but shall exclude the number of shares of Common Stock which are
      issuable upon (A) conversion of the remaining, unconverted principal amount
      of
      this Debenture beneficially owned by the Holder or any of its Affiliates, and
      (B) exercise or conversion of the unexercised or unconverted portion of any
      other securities of the Company subject to a limitation on conversion or
      exercise analogous to the limitation contained herein (including, without
      limitation, any other Debentures or the Warrants) beneficially owned by the
      Holder or any of its Affiliates.  Except as set forth in the preceding
      sentence, for purposes of this Section 4(c), beneficial ownership shall be
      calculated in accordance with Section 13(d) of the Exchange Act and the rules
      and regulations promulgated thereunder. To the extent that the limitation
      contained in this Section 4(c) applies, the determination of whether this
      Debenture is convertible (in relation to other securities owned by the Holder
      together with any Affiliates) and of which principal amount of this Debenture
      is
      convertible shall be in the sole discretion of the Holder, and the submission
      of
      a Notice of Conversion shall be deemed to be the Holder’s determination of
      whether this Debenture may be converted (in relation to other securities owned
      by the Holder together with any Affiliates) and which principal amount of this
      Debenture is convertible, in each case subject to the Beneficial Ownership
      Limitation. To ensure compliance with this restriction, the Holder will be
      deemed to represent to the Company each time it delivers a Notice of Conversion
      that such Notice of Conversion has not violated the restrictions set forth
      in
      this paragraph and the Company shall have no obligation to verify or confirm
      the
      accuracy of such determination. In
      addition, a determination as to any group status as contemplated above shall
      be
      determined in accordance with Section 13(d) of the Exchange Act and
      the
      rules and regulations promulgated thereunder. For
      purposes of this Section 4(c), in determining the number of outstanding shares
      of Common Stock, the Holder may rely on the number of outstanding shares of
      Common Stock as stated in the most recent of the following: (A) the Company’s
      most recent periodic or annual report, as the case may be; (B) a more recent
      public announcement by the Company; or (C) a more recent notice by the Company
      or the Company’s transfer agent setting forth the number of shares of Common
      Stock outstanding.  Upon the written or oral request of the Holder, the
      Company shall within two Trading Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding.  In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including this Debenture, by the Holder or its Affiliates since the date as
      of
      which such number of outstanding shares of Common Stock was reported. The
“Beneficial
      Ownership Limitation”
shall
      be 4.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Common Stock issuable upon
      conversion of this Debenture held by the Holder. The Holder, upon not less
      than
      61 days’ prior notice to the Company (or such lesser number of days as shall
      remain prior to the Maturity Date), may increase or decrease the Beneficial
      Ownership Limitation provisions of this Section 4(c). Any such increase or
      decrease will not be effective until the 61st
      day
      after such notice is delivered to the Company (or such lesser number of days
      as
      shall remain prior to the Maturity Date).  The
      provisions of this paragraph shall be construed and implemented in a manner
      otherwise than in strict conformity with the terms of this Section 4(c) to
      correct this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation herein contained
      or to make changes or supplements necessary or desirable to properly give effect
      to such limitation.
      The
      limitations contained in this paragraph shall apply to a successor holder of
      this
      Debenture.

     

    
      
        
        

      

      
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    d) Mechanics
      of Conversion.

     

    i. Conversion
      Shares Issuable Upon Conversion of Principal Amount.
      The
      number of Conversion Shares issuable upon a conversion hereunder shall, subject
      to Section 4(c) above, be determined by the quotient obtained by dividing (x)
      the outstanding principal amount of this Debenture to be converted by (y) the
      Conversion Price.

    


    ii. Delivery
      of Certificate Upon Conversion.
      Not
      later than three Trading Days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Company shall deliver, or cause to be delivered, to the Holder (A) a certificate
      or certificates representing the Conversion Shares which, on or after the
      Effective Date, shall be free of restrictive legends and trading restrictions
      (other than those which may then be required by the Purchase Agreement)
      representing the number of Conversion Shares being acquired upon the conversion
      of this Debenture and (B) a good check in the amount of accrued and unpaid
      interest on the principal amount converted. On or after the Effective Date,
      the
      Company shall use its commercially best efforts to deliver any certificate
      or
      certificates required to be delivered by the Company under this Section 4
      electronically through the Depository Trust Company or another established
      clearing corporation performing similar functions. 

     

    
      
        
        

      

      
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    iii. Failure
      to Deliver Certificates.
      If in
      the case of any Notice of Conversion such certificate or certificates are not
      delivered to or as directed by the applicable Holder by the third Trading Day
      after the Conversion Date, the Holder shall be entitled to elect by written
      notice to the Company at any time on or before its receipt of such certificate
      or certificates, to rescind such Conversion, in which event the Company shall
      promptly return to the Holder any original Debenture delivered to the Company
      and the Holder shall promptly return to the Company the Common Stock
      certificates received by the Holder after rescission representing the principal
      amount of this Debenture unsuccessfully tendered for conversion to the Company.
      

     

    iv. Obligation
      Absolute; Partial Liquidated Damages.
      The
      Company’s obligations to issue and deliver the Conversion Shares upon conversion
      of this Debenture in accordance with the terms hereof are absolute and
      unconditional, irrespective of any action or inaction by the Holder to enforce
      the same, any waiver or consent with respect to any provision hereof, the
      recovery of any judgment against any Person or any action to enforce the same,
      or any setoff, counterclaim, recoupment, limitation or termination, or any
      breach or alleged breach by the Holder or any other Person of any obligation
      to
      the Company or any violation or alleged violation of law by the Holder or any
      other Person, and irrespective of any other circumstance which might otherwise
      limit such obligation of the Company to the Holder in connection with the
      issuance of such Conversion Shares; provided,
      however,
      that
      such delivery shall not operate as a waiver by the Company of any such action
      the Company may have against the Holder. In the event the Holder of this
      Debenture shall elect to convert any or all of the outstanding principal amount
      hereof, the Company may not refuse conversion based on any claim that the Holder
      or anyone associated or affiliated with the Holder has been engaged in any
      violation of law, agreement or for any other reason, unless an injunction from
      a
      court, on notice to Holder, restraining and/or enjoining conversion of all
      or
      part of this Debenture shall have been sought and obtained. In the absence
      of
      such injunction, the Company shall issue Conversion Shares or, if applicable,
      cash, upon a properly noticed conversion. If the Company fails for any reason
      to
      deliver to the Holder such certificate or certificates pursuant to Section
      4(d)(ii) by the third Trading Day after the Conversion Date, the Company shall
      pay to the Holder, in cash, as liquidated damages and not as a penalty, for
      each
      $1,000 of principal amount being converted, $5.00 per Trading Day (increasing
      to
      $10.00 per Trading Day on the fifth (5th)
      Trading
      Day after such liquidated damages begin to accrue) for each Trading Day after
      such third (3rd)
      Trading
      Day until such certificates are delivered. Nothing herein shall limit a Holder’s
      right to pursue actual damages in lieu of such liquidated damages or declare
      an
      Event of Default pursuant to Section 8 hereof for the Company’s failure to
      deliver Conversion Shares within the period specified herein and the Holder
      shall have the right to pursue all remedies available to it hereunder, at law
      or
      in equity including, without limitation, a decree of specific performance and/or
      injunctive relief. The exercise of any such rights shall not prohibit the Holder
      from seeking to enforce damages pursuant to any other Section hereof or under
      applicable law.

     

    
      
        
        

      

      
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    v. Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Conversion.
      In
      addition to any other rights available to the Holder, if the Company fails
      for
      any reason to deliver to the Holder such certificate or certificates by the
      Share Delivery Date pursuant to Section 4(d)(ii), and if after such Share
      Delivery Date the Holder is required by its brokerage firm to purchase (in
      an
      open market transaction or otherwise), or the Holder’s brokerage firm otherwise
      purchases, shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Conversion Shares which the Holder was entitled to receive upon
      the conversion relating to such Share Delivery Date (a “Buy-In”),
      then
      the Company shall (A) pay in cash to the Holder (in addition to any other
      remedies available to or elected by the Holder) the amount by which (x) the
      Holder’s total purchase price (including any brokerage commissions) for the
      Common Stock so purchased exceeds (y) the product of (1) the aggregate number
      of
      shares of Common Stock that the Holder was entitled to receive from the
      conversion at issue multiplied by (2) the actual sale price at which the sell
      order giving rise to such purchase obligation was executed (including any
      brokerage commissions) and (B) at the option of the Holder, either reissue
      (if
      surrendered) this Debenture in a principal amount equal to the principal amount
      of the attempted conversion or deliver to the Holder the number of shares of
      Common Stock that would have been issued if the Company had timely complied
      with
      its delivery requirements under Section 4(d)(ii). For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to an attempted conversion of this Debenture with respect
      to
      which the actual sale price of the Conversion Shares (including any brokerage
      commissions) giving rise to such purchase obligation was a total of $10,000
      under clause (A) of the immediately preceding sentence, the Company shall be
      required to pay the Holder $1,000. The Holder shall provide the Company written
      notice indicating the amounts payable to the Holder in respect of the Buy-In
      and, upon request of the Company, evidence of the amount of such loss. Nothing
      herein shall limit a Holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      conversion of this Debenture as required pursuant to the terms hereof. In the
      event the Company makes payment in respect of a Buy-In, the Company shall not
      be
      required to pay such Holder liquidated damages under Section 4(d)(iv) in respect
      of the certificates resulting in such Buy-In. 

     

    
      
        
        

      

      
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    vi. Reservation
      of Shares Issuable Upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock for the sole purpose of
      issuance upon conversion of this Debenture, each as herein provided, free from
      preemptive rights or any other actual contingent purchase rights of Persons
      other than the Holder (and the other holders of the Debentures), not less than
      such aggregate number of shares of the Common Stock as shall (subject to the
      terms and conditions set forth in the Purchase Agreement) be issuable (taking
      into account the adjustments of Section 5) upon the conversion of the
      outstanding principal amount of this Debenture. The Company covenants that
      all
      shares of Common Stock that shall be so issuable shall, upon issue, be duly
      authorized, validly issued, fully paid and nonassessable and, if the
      Registration Statement is then effective under the Securities Act, shall be
      registered for public sale in accordance with such Registration
      Statement.

    


    vii. Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the conversion of this Debenture. As to any fraction of a share which the Holder
      would otherwise be entitled to purchase upon such conversion, the Company shall
      at its election, either pay a cash adjustment in respect of such final fraction
      in an amount equal to such fraction multiplied by the Conversion Price or round
      up to the next whole share.

    


    viii. Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Debenture shall be made without charge to the Holder hereof for any documentary
      stamp or similar taxes that may be payable in respect of the issue or delivery
      of such certificates, 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 of this Debenture 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.

    


    Section
      5. Certain
      Adjustments.

     

    a) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time while this Debenture is outstanding: (A) pays a stock
      dividend or otherwise makes a distribution or distributions payable in shares
      of
      Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
      for avoidance of doubt, shall not include any shares of Common Stock issuable
      by
      the Company upon conversion of the Debentures); (B) subdivides outstanding
      shares of Common Stock into a larger number of shares; (C) combines (including
      by way of a reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares; or (D) issues, in the event of a reclassification
      of
      shares of the Common Stock, any shares of capital stock of the Company, then
      the
      Conversion Price shall be multiplied by a fraction of which the numerator shall
      be the number of shares of Common Stock (excluding any treasury shares of the
      Company) outstanding immediately before such event and of which the denominator
      shall be the number of shares of Common Stock outstanding immediately after
      such
      event. Any adjustment made pursuant to this Section 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
      re-classification.

     

    
      
        
        

      

      
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    b) Subsequent
      Equity Sales.
      If, at
      any time while this Debenture is outstanding, the Company or any Subsidiary,
      as
      applicable, sells or grants any option to purchase or sells or grants any right
      to reprice, or otherwise disposes of or issues (or announces any sale, grant
      or
      any option to purchase or other disposition), any Common Stock or Common Stock
      Equivalents entitling any Person to acquire shares of Common Stock at an
      effective price per share that is lower than the then Conversion Price (such
      lower price, the “Base
      Conversion Price”
and
      such issuances, collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share that is lower than the Conversion Price, such issuance shall, unless
      adjustment is made hereunder by reason of the event underlying such price
      adjustment, be deemed to have occurred for less than the Conversion Price on
      such date of the Dilutive Issuance), then
      the Conversion Price shall be reduced to equal the Base Conversion
      Price.
      Such
      adjustment shall be made whenever such Common Stock or Common Stock Equivalents
      are issued. Notwithstanding
      the foregoing, no adjustment will be made under this Section 5(b) in respect
      of
      an Exempt Issuance.
      If the
      Company enters into a Variable Rate Transaction, despite the prohibition set
      forth in the Purchase Agreement, the Company shall be deemed to have issued
      Common Stock or Common Stock Equivalents at the lowest possible conversion
      price
      at which such securities may be converted or exercised. The Company shall notify
      the Holder in writing, no later than 2 Business Days following the issuance
      of
      any Common Stock or Common Stock Equivalents subject to this Section 5(b),
      indicating therein the applicable issuance price, or applicable reset price,
      exchange price, conversion price and other pricing terms (such notice, the
      “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 5(b), upon the occurrence of any
      Dilutive Issuance, the Holder is entitled to receive a number of Conversion
      Shares based upon the Base Conversion Price on or after the date of such
      Dilutive Issuance, regardless of whether the Holder accurately refers to the
      Base Conversion Price in the Notice of Conversion.

     

    
      
        
        

      

      
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    c) Subsequent
      Rights Offerings.
      If the
      Company, at any time while this Debenture is outstanding, shall issue rights,
      options or warrants to all holders of Common Stock (and not to Holders)
      entitling them to subscribe for or purchase shares of Common Stock at a price
      per share that is lower than the VWAP on the record date referenced below,
      then
      the Conversion Price shall be multiplied by a fraction of which the denominator
      shall be the number of shares of the Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of additional shares of
      Common Stock offered for subscription or purchase, and of which the numerator
      shall be the number of shares of the Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of shares which the
      aggregate offering price of the total number of shares so offered (assuming
      delivery to the Company in full of all consideration payable upon exercise
      of
      such rights, options or warrants) would purchase at such VWAP. Such adjustment
      shall be made whenever such rights or warrants are issued, and shall become
      effective immediately after the record date for the determination of
      stockholders entitled to receive such rights, options or warrants. 

     

    d) Pro
      Rata Distributions.
      If the
      Company, at any time while this Debenture is outstanding, distributes to all
      holders of Common Stock (and not to the Holders) evidences of its indebtedness
      or assets (including cash and cash dividends) or rights or warrants to subscribe
      for or purchase any security (other than the Common Stock, which shall be
      subject to Section 5(b)), then in each such case the Conversion Price shall
      be
      adjusted by multiplying such Conversion Price in effect immediately prior to
      the
      record date fixed for determination of stockholders entitled to receive such
      distribution by a fraction of which the denominator shall be the VWAP determined
      as of the record date mentioned above, and of which the numerator shall be
      such
      VWAP on such record date less the then fair market value at such record date
      of
      the portion of such assets or evidence of indebtedness so distributed applicable
      to 1 outstanding share of the Common Stock as determined by the Board of
      Directors of the Company in good faith. In either case the adjustments shall
      be
      described in a statement delivered to the Holder describing the portion of
      assets or evidences of indebtedness so distributed or such subscription rights
      applicable to 1 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.

     

    e) Fundamental
      Transaction.
      If, at
      any time while this Debenture is outstanding, (A) the Company effects any merger
      or consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one transaction
      or
      a series of related transactions, (C) any tender offer or exchange offer
      (whether by the Company or another Person) is completed pursuant to which
      holders of Common Stock are permitted to tender or exchange their shares for
      other securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Debenture, the Holder shall have the
      right to receive, for each Conversion Share that would have been issuable upon
      such conversion immediately prior to the occurrence of such Fundamental
      Transaction, the same kind and amount of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of 1 share of Common Stock (the “Alternate
      Consideration”).
      For
      purposes of any such conversion, the determination of the Conversion Price
      shall
      be appropriately adjusted to apply to such Alternate Consideration based on
      the
      amount of Alternate Consideration issuable in respect of 1 share of Common
      Stock
      in such Fundamental Transaction, and the Company shall apportion the Conversion
      Price among the Alternate Consideration in a reasonable manner reflecting the
      relative value of any different components of the Alternate Consideration.
      If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      conversion of this Debenture following such Fundamental Transaction. To the
      extent necessary to effectuate the foregoing provisions, any successor to the
      Company or surviving entity in such Fundamental Transaction shall issue to
      the
      Holder a new debenture consistent with the foregoing provisions and evidencing
      the Holder’s right to convert such debenture into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 5(e) and insuring that this Debenture (or
      any such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.

     

    
      
        
        

      

      
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    f) Calculations.
      All
      calculations under this Section 5 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      5,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      any treasury shares of the Company) issued and outstanding.

    


    g) Notice
      to the Holder.

    


    i. Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to any provision of this
      Section 5, the Company shall promptly deliver to each Holder a notice setting
      forth the Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. 

     

    ii. Notice
      to Allow Conversion by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution in whatever
      form) on the Common Stock, (B) the Company shall declare a special nonrecurring
      cash dividend on or a redemption of the Common Stock, (C) the Company shall
      authorize the granting to all holders of the Common Stock of rights or warrants
      to subscribe for or purchase any shares of capital stock of any class or of
      any
      rights, (D) the approval of any stockholders of the Company shall be required
      in
      connection with any reclassification of the 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, in each case, the Company shall
      cause to be filed at each office or agency maintained for the purpose of
      conversion of this Debenture, and shall cause to be delivered
      to the Holder at its last address as it shall appear upon 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 the 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 or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares of the Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange, provided that the
      failure to deliver such notice or any defect therein or in the delivery thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to convert this Debenture during the
      20-day period commencing on the date of such notice through the effective date
      of the event triggering such notice. 

     

    
      
        
        

      

      
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    Section
      6. Forced
      Conversion, Optional Redemption.

    


    
      	 	
              a)

            	
              Forced
                Conversion.
                Notwithstanding anything herein to the contrary, if after the Effective
                Date, the VWAP for each of any 20 consecutive Trading Days, which
                period
                shall have commenced only after the Effective Date (such period,
                the
                “Threshold
                Period”),
                exceeds $0.50 (subject to adjustment for reverse and forward stock
                splits,
                stock dividends, stock combinations and other similar transactions
                of the
                Common Stock that occur after the Original Issue Date), the Company
                may,
                within 2 Trading Days after the end of any such Threshold Period,
                deliver
                a written notice to the Holder (a “Forced
                Conversion Notice”
                and the date such notice is delivered to the Holder, the “Forced
                Conversion Notice Date”)
                to require and cause the Holder to convert all or part of the then
                outstanding principal amount of this Debenture, it being agreed that
                the
                “Conversion
                Date”
                for purposes of Section 4 shall be deemed to occur on the third Trading
                Day following the Forced Conversion Notice Date (such third Trading
                Day,
                the “Forced
                Conversion Date”).
                The Company may not deliver a Forced Conversion Notice, and any Forced
                Conversion Notice delivered by the Company shall not be effective,
                unless
                all of the Equity Conditions are met (unless waived in writing by
                the
                Holder) on the Trading Day occurring during the applicable Threshold
                Period through and including the later of the Forced Conversion Date
                and
                the Trading Day after the date such Conversion Shares pursuant to
                such
                conversion are delivered to the Holder. Any Forced Conversion shall
                be
                applied ratably to all Holders based on their initial purchases of
                Debentures pursuant to the Purchase Agreement, provided that any
                voluntary
                conversions by a Holder shall be applied against the Holder’s pro rata
                allocation, thereby decreasing the aggregate amount forcibly converted
                hereunder if only a portion of this Debenture is forcibly converted.
                For
                purposes of clarification, a Forced Conversion shall be subject to
                all of
                the provisions of Section 4, including, without limitation, the provision
                requiring payment of accrued but unpaid interest and liquidated damages
                and limitations on conversions.

            


    

     

    
      
        
        

      

      
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              b)

            	
              Optional
                Redemption.
                Subject to the provisions of this Section 6, at any time after the
                18-month anniversary of the Effective Date, the Company may deliver
                a
                notice to the Holder (an “Optional
                Redemption Notice”
                and the date such notice is deemed delivered hereunder, the “Optional
                Redemption Notice Date”)
                of its irrevocable election to redeem some or all of the then outstanding
                principal amount of this Debenture for cash in an amount equal to
                the
                Optional Redemption Amount on the 20th
                Trading Day following the Optional Redemption Notice Date (such date,
                the
                “Optional
                Redemption Date”
                and such redemption, the “Optional
                Redemption”).
                The Optional Redemption Amount is payable in full on the Optional
                Redemption Date. The Company may only effect an Optional Redemption
                if
                each of the Equity Conditions shall have been met (unless waived
                in
                writing by the Holder) on each Trading Day during the period commencing
                on
                the Optional Redemption Notice Date through to the Optional Redemption
                Date and
                through and including the date payment of the Optional Redemption
                Amount
                is actually made in full.
                If any of the Equity Conditions shall cease to be satisfied at any
                time
                during the 20 Trading Day period, then the Holder may elect to nullify
                the
                Optional Redemption Notice by notice to the Company within 3 Trading
                Days
                after the first day on which any such Equity Condition has not been
                met
                (provided that if, by a provision of the Transaction Documents, the
                Company is obligated to notify the Holder of the non-existence of
                an
                Equity Condition, such notice period shall be extended to the third
                Trading Day after proper notice from the Company) in which case the
                Optional Redemption Notice shall be null and void, ab initio.
                The Company covenants and agrees that it will honor all Notices of
                Conversion tendered from the time of delivery of the Optional Redemption
                Notice through the date all amounts owing thereon are due and paid
                in
                full.

            


    

    


    
      	 	
              c)

            	
              Redemption
                Procedure.
                The payment pursuant to an Optional Redemption shall be payable on
                the
                Optional Redemption Date. If any portion of the payment pursuant
                to an
                Optional Redemption shall not be paid by the Company by the applicable
                due
                date, interest shall accrue thereon at an interest rate equal to
                the
                lesser of 18% per annum or the maximum rate permitted by applicable
                law
                until such amount is paid in full. Notwithstanding anything herein
                contained to the contrary, if any portion of the Optional Redemption
                Amount remains unpaid after such date, the Holder may elect, by written
                notice to the Company given at any time thereafter, to invalidate
                such Optional Redemption, ab initio.
                Notwithstanding anything to the contrary in this Section 6, the Company’s
                determination to redeem shall be applied ratably among the Holders
                of
                Debentures.
                The Holder may elect to convert the outstanding principal amount
                of the
                Debenture pursuant to Section 4 prior to actual payment in cash for
                any
                redemption under this Section 6 by the delivery of a Notice of Conversion
                to the Company.

            


    

    


    
      
        
        

      

      
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    Section
      7. Negative
      Covenants.
      As long
      as any portion of this Debenture remains outstanding, unless the holders of
      at
      least a majority in principal amount of the then outstanding Debentures shall
      have otherwise given prior written consent, the Company shall not, and shall
      not
      permit any of its subsidiaries (whether or not a Subsidiary on the Original
      Issue Date) to, directly or indirectly:

    


    a) other
      than Permitted Indebtedness, except with the prior written consent of the Agent
      (as defined in the Security Agreement), enter into, create, incur, assume,
      guarantee or suffer to exist any indebtedness for borrowed money of any kind,
      including, but not limited to, a guarantee of indebtedness for borrowed
      money;

     

    b) other
      than Permitted Liens, enter into, create, incur, assume or suffer to exist
      any
      Liens of any kind, on or with respect to any of its property or assets now
      owned
      or hereafter acquired or any interest therein or any income or profits
      therefrom;

    


    c) amend
      its
      charter documents, including, without limitation, its articles of incorporation
      and bylaws, in any manner that materially and adversely affects any rights
      of
      the Holder;

    


    d) repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a
de minimis
      number
      of shares of its Common Stock or Common Stock Equivalents other than as to
      (a)
      the Conversion Shares or Warrant Shares as permitted or required under the
      Transaction Documents and (b) repurchases of Common Stock or Common Stock
      Equivalents of departing officers and directors of the Company, provided that
      such repurchases shall not exceed an aggregate of $100,000 for all officers
      and
      directors during the term of this Debenture; 

    


    e) repay,
      repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness,
      other than the Debentures if on a pro-rata basis, other than regularly scheduled
      principal and interest payments as such terms are in effect as of the Original
      Issue Date;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    f) pay
      cash
      dividends or distributions on any equity securities of the Company;

    


    g) enter
      into any transaction with any Affiliate of the Company which would be required
      to be disclosed in any public filing with the Commission, unless such
      transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    h) enter
      into any agreement with respect to any of the foregoing.

     

    Section
      8. Events
      of Default.
      

    


    a) “Event
      of Default”
means,
      wherever used herein, any of the following events (whatever the reason for
      such
      event and whether 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):

    


    i. any
      default in the payment of (A) the principal amount of any Debenture or (B)
      interest, liquidated damages and other amounts owing to a Holder on any
      Debenture, as and when the same shall become due and payable (whether on a
      Conversion Date or the Maturity Date or by acceleration or otherwise) which
      default, solely in the case of an interest payment or other default under clause
      (B) above, is not cured within 10 Trading Days following written
      notice;

     

    ii. the
      Company shall fail to observe or perform any other covenant or agreement
      contained in the Debentures (other than a breach by the Company of its
      obligations to deliver shares of Common Stock to the Holder upon conversion,
      which breach is addressed in clause (xi) below) which failure is not cured,
      if
      possible to cure, within the earlier to occur
      of
(A)
      20
Trading
      Days after notice of such failure sent by the Holder or by any other
      Holder
      and (B)
      20 Trading Days after the Company has become, or should reasonably have become,
      aware of such failure;

    


    iii. a
      default
      or event of default (subject to any grace or cure period provided in the
      applicable agreement, document or instrument) shall occur under (A) any of
      the
      Transaction Documents within the earlier to occur of (i) 20 Trading Days after
      notice of such default sent by the Holder or by any other Holder and (ii) 20
      Trading Days after the Company shall become, or should reasonably have become,
      aware of such failure, or (B) any other material agreement, lease, document
      or
      instrument to which the Company or any Subsidiary is obligated (and not covered
      by clause (vi) below);

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    iv. any
      representation
      or warranty made in this Debenture, any other Transaction Documents, any written
      statement pursuant hereto or thereto or any other report, financial statement
      or
      certificate made or delivered to the Holder or any other Holder shall
      be
      untrue or incorrect in any material respect as of the date when made or deemed
      made;

    


    v. the
      Company or any Significant Subsidiary shall be subject to a Bankruptcy
      Event;

     

    vi. the
      Company or any Subsidiary shall default on any of its obligations under any
      mortgage, credit agreement or other facility, indenture agreement, factoring
      agreement or other instrument under which there may be issued, or by which
      there
      may be secured or evidenced, any indebtedness for borrowed money or money due
      under any long term leasing or factoring arrangement that (a) involves an
      obligation greater than $100,000, whether such indebtedness now exists or shall
      hereafter be created, and (b) results in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable; 

    


    vii. the
      Common Stock shall not be eligible for listing or quotation for trading on
      a
      Trading Market and shall not be eligible to resume listing or quotation for
      trading thereon within ten Trading Days;

    


    viii. the
      Company shall be a party to any Change of Control Transaction or Fundamental
      Transaction or shall agree to sell or dispose of all or in excess of
33%
      of its
      assets in one transaction or a series of related transactions (whether or not
      such sale would constitute a Change of Control Transaction);

    


    ix. the
      Initial Registration Statement (as defined in the Registration Rights Agreement)
      shall not have been declared effective by the Commission on or prior to the
      360th
      calendar
      day after the final Draw Down; 

    


    x. if,
      during the Effectiveness Period (as defined in the Registration Rights
      Agreement), either (a) the effectiveness of the Registration Statement lapses
      for any reason or (b) the Holder shall not be permitted to resell Registrable
      Securities (as defined in the Registration Rights Agreement) under the
      Registration Statement for a period of more than 20 consecutive Trading Days
      or
      30 non-consecutive Trading Days during any 12 month period; provided,
      however,
      that if
      the Company
      is negotiating a merger, consolidation, acquisition or sale of all or
      substantially all of its assets or a
      similar
      transaction and, in the written opinion of counsel to the Company, the
      Registration Statement would be required to be amended to include information
      concerning such pending transaction(s) or the parties thereto which information
      is not available or may not be publicly disclosed at the time, the Company
      shall
      be permitted an additional 20 consecutive Trading Days during any 12 month
      period pursuant to this Section 8(a)(x);

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    xi. the
      Company shall fail for any reason to deliver certificates to a Holder prior
      to
      the seventh Trading Day after a Conversion Date pursuant to Section 4(d) or
      the
      Company shall provide at any time notice to the Holder, including by way of
      public announcement, of the Company’s intention to not honor requests for
      conversions of any Debentures in accordance with the terms hereof;

    


    xii. any
      Person shall materially breach any agreement delivered to the initial Holders
      pursuant to Section 2.2(a)(vi) of the Purchase Agreement; 

    


    xiii. any
      monetary judgment, writ or similar final process shall be entered or filed
      against the Company, any subsidiary or any of their respective property or
      other
      assets for an uninsured amount of more than $100,000, and such judgment, writ
      or
      similar final process shall remain unvacated, unbonded or unstayed for a period
      of 45 calendar days; or

    


    xiv. (A)
      the
      Company shall not report net revenue of at least $250,000 for the 6 months
      ended
      June 30, 2008; or

    


    (B)
      the
      Company shall not report net revenue of at least $600,000 for the 9 months
      ended
      September 30, 2008; or

    


    (C)
      the
      Company shall not report net revenue of at least $2,500,000 for the 12 months
      ended December 21, 2008; or

    


    (D)
      the
      Company shall not report net revenue of at least $2,000,000 for any fiscal
      quarter commencing with the quarter ending March 31, 2009;

    


    in
      each
      case as shown on the Company’s Quarterly Reports on Form 10-Q or QSB or Annual
      Report on Form 10-K or KSB. If any such periodic report is not filed with the
      Securities and Exchange Commission within 30 days of when due, the Company
      shall
      presumptively be deemed in default of this provision; provided,
      however,
      that
      (a) if the Holder shall decline to fund Draw Downs in excess of an aggregate
      of
      $3,500,000 following request therefor by the Company, then this clause (xiv)
      shall be of no further force and effect and (b) if the Holder shall fund Draw
      Downs (including the Draw Down at Closing) of at least $3,500,000 in the
      aggregate but shall decline to fund Draw Downs of the maximum $7,000,000
      following request therefor by the Company, then each date set forth in
      subclauses A, B, C and D above shall be extended by 6 months. For further
      clarity, if the Company does not request Draw Downs amounting to either of
      such
      amounts, then this clause (xiv) shall remain in full force and
      effect.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    b) Remedies
      Upon Event of Default.
      If any
      Event of Default occurs and is continuing, the outstanding principal amount
      of
      this Debenture, plus accrued but unpaid interest, liquidated damages and other
      amounts owing in respect thereof through the date of acceleration, shall become,
      at the Holder’s election, immediately due and payable in cash at the
Mandatory
      Default Amount.
      Commencing 10 days after the occurrence of any Event of Default that results
      in
      the
      eventual
      acceleration of this Debenture, the interest rate on this Debenture shall accrue
      at an interest rate equal to the lesser of 18% per annum or the maximum rate
      permitted under applicable law. Upon the payment in full of the Mandatory
      Default Amount, the Holder shall promptly surrender this Debenture to or as
      directed by the Company. In connection with such acceleration described herein,
      the Holder need not provide, and the Company hereby waives, any presentment,
      demand, protest or other notice of any kind (other than notice of Holder’s
      election to accelerate), and the Holder may immediately and without expiration
      of any grace period enforce any and all of its rights and remedies hereunder
      and
      all other remedies available to it under applicable law. Such acceleration
      may
      be rescinded and annulled by Holder at any time prior to payment hereunder
      and
      the Holder shall have all rights as a holder of the Debenture until such time,
      if any, as the Holder receives full payment pursuant to this Section 8(b).
      No
      such rescission or annulment shall affect any subsequent Event of Default or
      impair any right consequent thereon.

     

    Section
      9. Miscellaneous.
      

     

    a) Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service, addressed to the Company, at the address
      set forth above, or such other facsimile number or address as the Company may
      specify for such purpose by notice to the Holder delivered in accordance with
      this Section 9. Any and all notices or other communications or deliveries to
      be
      provided by the Company hereunder shall be in writing and delivered personally,
      by facsimile, or sent by a nationally recognized overnight courier service
      addressed to each Holder at the facsimile number or address of the Holder
      appearing on the books of the Company, or if no such facsimile number or address
      appears, at the principal place of business of the Holder. Any notice or other
      communication or deliveries hereunder shall be deemed given and effective on
      the
      earliest of (i) the date of transmission, if such notice or communication is
      delivered via facsimile at the facsimile number specified in this Section 9
      prior to 5:30 p.m. (New York City time), (ii) the date immediately following
      the
      date of transmission, if such notice or communication is delivered via facsimile
      at the facsimile number specified in this Section 9 between 5:30 p.m. (New
      York
      City time) and 11:59 p.m. (New York City time) on any date, (iii) the second
      Business Day following the date of mailing, if sent by nationally recognized
      overnight courier service, or (iv) upon actual receipt by the party to whom
      such
      notice is required to be given.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    b) Absolute
      Obligation.
      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, liquidated damages and accrued interest, as applicable,
      on
      this Debenture at the time, place, and rate, and in the coin or currency, herein
      prescribed. This Debenture is a direct debt obligation of the Company. This
      Debenture ranks pari passu
      with all
      other Debentures now or hereafter issued under the terms set forth
      herein.  

     

    c) Lost
      or Mutilated Debenture.
      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 evidence
      of
      such loss, theft or destruction of such Debenture and indemnification therefor
      reasonably satisfactory to the Company, and of the ownership hereof, reasonably
      satisfactory to the Company.

    


    d) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Debenture shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflict of laws thereof. Each party agrees that all legal
      proceedings concerning the interpretation, enforcement and defense of the
      transactions contemplated by any of the Transaction Documents (whether brought
      against a party hereto or its respective Affiliates, directors, officers,
      shareholders, employees or agents) shall be commenced in the state and federal
      courts sitting in the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such New York Courts, or such New York Courts are improper or inconvenient
      venue
      for such proceeding. Each party hereby irrevocably waives personal service
      of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Debenture and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any other manner permitted by applicable law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and
      all right to trial by jury in any legal proceeding arising out of or relating
      to
      this Debenture or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Debenture,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys fees and other costs and expenses incurred
      in
      the investigation, preparation and prosecution of such action or
      proceeding.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    e) 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. Any waiver
      by
      the Company or the Holder must be in writing.

     

    f) Severability.
      If any
      provision of this Debenture is invalid, illegal or unenforceable, the balance
      of
      this Debenture shall remain in effect, and if any provision is inapplicable
      to
      any Person or circumstance, it shall nevertheless remain applicable to all
      other
      Persons and circumstances. If it shall be found that any interest or other
      amount deemed interest due hereunder violates the applicable law governing
      usury, the applicable rate of interest due hereunder shall automatically be
      lowered to equal the maximum rate of interest permitted under applicable law.
      The Company covenants (to the extent that it may lawfully do so) that it shall
      not at any time insist upon, plead, or in any manner whatsoever claim or take
      the benefit or advantage of, any stay, extension or usury law or other law
      which
      would prohibit or forgive the Company from paying all or any portion of the
      principal of or interest on this Debenture as contemplated herein, wherever
      enacted, now or at any time hereafter in force, or which may affect the
      covenants or the performance of this indenture, and the Company (to the extent
      it may lawfully do so) hereby expressly waives all benefits or advantage of
      any
      such law, and covenants that it will not, by resort to any such law, hinder,
      delay or impede the execution of any power herein granted to the Holder, but
      will suffer and permit the execution of every such as though no such law has
      been enacted.

     

    g) Next
      Business Day.
      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 succeeding Business
      Day.

    


    h) Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Debenture and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    i) Assumption. 
      Any successor to the Company or any surviving entity in a Fundamental
      Transaction shall (i) assume, prior to such Fundamental Transaction, all of
      the
      obligations of the Company under this Debenture and the other Transaction
      Documents pursuant to written agreements in form and substance satisfactory
      to
      the Holder (such approval not to be unreasonably withheld or delayed) and (ii)
      issue to the Holder a new debenture of such successor entity evidenced by a
      written instrument substantially similar in form and substance to this
      Debenture, including, without limitation, having a principal amount and interest
      rate equal to the principal amount and the interest rate of this Debenture
      and
      having similar ranking to this Debenture, which shall be satisfactory to the
      Holder (any such approval not to be unreasonably withheld or delayed).  The
      provisions of this Section 9(i) shall apply similarly and equally to successive
      Fundamental Transactions and shall be applied without regard to any limitations
      of this Debenture.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    j) Secured
      Obligation.
      The
      obligations of the Company under this Debenture are secured by all assets of
      the
      Company and each Subsidiary pursuant to the Security Agreement, dated as of
      December 7, 2007 between the Company, the Subsidiaries of the Company and the
      Secured Parties (as defined therein).

    


    *********************

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
      by a
      duly authorized officer as of the date first above indicated.

     

    
      	 	 	 
	 	
              FOLDERA,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
              Facsimile
                No. for delivery of Notices: (714)
                766-8799

            




    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    NOTICE
      OF CONVERSION

    


    The
      undersigned hereby elects to convert principal under the 8% Senior Secured
      Convertible Debenture due the Maturity Date of Foldera, Inc., a Nevada
      corporation (the “Company”),
      into
      shares of common stock (the “Common
      Stock”)
      of the
      Company according to the conditions hereof, as of the date written below. If
      shares of Common Stock are to be issued in the name of a person other than
      the
      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 fee will be charged to
      the
      holder for any conversion, except for such transfer taxes, if any.

    


    By
      the
      delivery of this Notice of Conversion the undersigned represents and warrants
      to
      the Company that its ownership of the Common Stock does not exceed the amounts
      specified under Section 4 of this Debenture, as determined in accordance with
      Section 13(d) of the Exchange Act.

    


    The
      undersigned agrees to comply with the prospectus delivery requirements under
      the
      applicable securities laws in connection with any transfer of the aforesaid
      shares of Common Stock. 

    

      
        	
                Conversion
                  calculations:

              	 	 
	 	 	 
	 	 	
                Date
                  to Effect Conversion:

              
	 	 	 
	 	 	
                Principal
                  Amount of Debenture to be Converted:

              
	 	 	 
	 	 	
                Number
                  of shares of Common Stock to be issued:

              
	 	 	 
	 	 	 
	 	 	
                Signature:

              
	 	 	 
	 	 	
                Name:

              
	 	 	 
	 	 	
                Address
                  for Delivery of Common Stock Certificates:

              
	 	 	 
	 	 	
                Or

              
	 	 	 
	 	 	
                DWAC
                  Instructions:

              
	 	 	 
	 	 	
                Broker
                  No: _________________ 

                Account
                  No: _______________

              


      

    

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      8%
      Senior Secured Convertible Debentures due on the Maturity Date in the aggregate
      principal amount of $7,000,000 are issued by Foldera, Inc., a Nevada
      corporation. This Conversion Schedule reflects conversions made under Section
      4
      of the above referenced Debenture.

    


    Dated:
      ______________, ____

    

      
        	
                Date
                  of Conversion

                (or
                  for first entry, Original Issue Date)

              	 	
                Amount
                  of Conversion

              	 	
                Aggregate
                  Principal Amount Remaining Subsequent to Conversion

                (or
                  original Principal Amount)

              	 	
                Company
                  Attest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                 

              	 	
              	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

    

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    ANNEX
      B

    DRAW
      DOWNS

    

      
        	
                Date
                  of Draw Down

                (or
                  for first entry, Original Issue Date)

              	 	
                 

                Amount
                  of Draw Down

              	 	
                Aggregate
                  Principal Amount Drawn Down

              	 	
                 

                Company
                  Attest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                 

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        30