THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY
        PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
        SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
        COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
        ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
        SECURITIES LAWS.
  No._____
              $_____________
 
 **TRINITY3
        CORPORATION**
 
 **10%
        Convertible Debenture**
 
 TRINITY3
        CORPORATION, a Delaware corporation (together with its successors, the
“Company”), for value received hereby promises to pay to
        ________________________________, an individual (the “Holder”) or his registered
        assigns, the principal sum of ______________________________ or, if less,
        the
        principal amount of this Convertible Debenture then outstanding, on the Maturity
        Date to the Holder in such coin or currency of the United States of America
        as
        at the time of payment shall be legal tender for the payment of public and
        private debts, and to pay interest on (each an “Interest Payment Date”) (i) the
        Maturity Date, (ii) each Conversion Date, as hereafter defined, and (iii)
        the
        date the principal amount of the Convertible Debenture shall be declared
        to be
        or shall automatically become due and payable, on the principal sum hereof
        outstanding in like coin or currency, at the rates per annum set forth below.
        The Maturity Date shall be that date which is
        ___________________________________ from the date hereof.
 
 The
        interest rate shall be ten percent (10%) per annum (the “Interest Rate”) or, if
        less, the maximum rate permitted by applicable law. Interest on this Convertible
        Debenture will be calculated on the basis of a 360-day year of twelve (12)
        months. All payments of principal and interest hereunder shall be made for
        the
        benefit of the Holder. Except as otherwise provided in this Convertible
        Debenture, the interest payable on each Interest Payment Date shall be added
        to
        the outstanding principal amount of this Convertible Debenture on such date
        and
        thereafter be considered part of the outstanding principal amount. The Company
        may elect to pay the interest payable on any Interest Payment Date in cash,
        provided it gives the registered holder written notice of such election at
        least
        five (5) Business Days prior to the applicable Interest Payment Date and
        pays
        the same by such date. On each Conversion Date, interest shall be paid in
        shares
        of Common Stock on the portion of the principal balance of the Convertible
        Debenture then being converted. The number of shares of Common Stock issued
        as
        interest shall be determined by dividing the dollar amount of interest due
        on
        the applicable Interest Payment Date by the Conversion Price then in effect.
 
 This
        Convertible Debenture (this “Convertible Debenture”) is a duly authorized
        issuance of $________________ original aggregate principal amount of Convertible
        Debentures of the Company referred to in that certain Securities Purchase
        Agreement dated as of the date hereof between the Company and the Purchasers
        named therein (the “Agreement”). This Convertible Debenture is transferable and
        assignable to one or more Persons, in accordance with the limitations set
        forth
        in the Agreement.
 
 Page
            1 of
            7
 The
        Company shall keep a register (the “Register”) in which shall be entered the
        names and addresses of the registered holder of this Convertible Debenture
        and
        particulars of this Convertible Debenture held by such holder and of all
        transfers of this Convertible Debenture. References to the Holder or “Holders”
        shall mean the Person listed in the Register as the registered holder of
        such
        Convertible Debentures. The ownership of this Convertible Debenture shall
        be
        proven by the Register.
 
 1.  Certain
        Terms Defined .
        All
        terms defined in the Agreement and not otherwise defined herein shall have
        for
        purposes hereof the meanings provided for in the Agreement.
 
 2.  Payment
        of Principal .
        The
        Company shall repay the remaining unpaid balance on this Convertible Debenture
        on the Maturity Date. The Company may, at its option, at any time and from
        time
        to time, prepay all or any part of the principal balance of this Convertible
        Debenture, without penalty or premium, provided that concurrently with each
        such
        prepayment the Company shall pay accrued interest on the principal so prepaid
        to
        the date of such prepayment.
 
 3.  Conversion
        of Convertible Debenture .
 
 3.1  Conversion
        Rights; Conversion Date; Conversion Price .
        The
        Holder shall have the right, at its option, at any time from and after the
        date
        of the Agreement, to convert the principal amount of this Convertible Debenture,
        or any portion of such principal amount, into that number of fully paid and
        nonassessable shares of Common Stock (as such shares shall then be constituted)
        determined pursuant to this Section 3.1. The number of shares of Common Stock
        to
        be issued upon each conversion of this Convertible Debenture shall be determined
        by dividing the Conversion Amount (as defined below) by the Conversion Price
        in
        effect on the date (the “Conversion Date”) a Notice of Conversion is delivered
        to the Company by the Holder by facsimile or other reasonable means of
        communication dispatched prior to 5:00 p.m., California Time. The term
“Conversion Amount” means, with respect to any conversion of this Convertible
        Debenture, the sum of (1) the principal amount of this Convertible Debenture
        to
        be converted in such conversion plus (2) accrued and unpaid interest, if
        any, on
        such principal amount at the interest rates provided in this Convertible
        Debenture to the Conversion Date; the term “Conversion Price” means Fifty Cents
        ($0.50).
 
 3.2  Method
        of Conversion .
 
 (a)  Notwithstanding
        anything to the contrary set forth herein, upon conversion of this Convertible
        Debenture in accordance with the terms hereof, the Holder shall not be required
        to physically surrender this Convertible Debenture to the Company unless
        the
        entire unpaid principal amount of this Convertible Debenture is so converted.
        Rather, records showing the principal amount converted (or otherwise repaid)
        and
        the date of such conversion or repayment shall be maintained on a ledger
        substantially in the form of Annex
        I attached
        hereto (a copy of which shall be delivered to the Company with each Notice
        of
        Conversion). It is specifically contemplated that the Company hereof shall
        act
        as the calculation agent for conversions and repayments. In the event of
        any
        dispute or discrepancies, such records maintained by the Company shall be
        controlling and determinative in the absence of manifest error. The Holder
        and
        any assignee, by acceptance of this Convertible Debenture, acknowledge and
        agree
        that, by reason of the provisions of this paragraph, following a conversion
        of a
        portion of this Convertible Debenture, the principal amount represented by
        this
        Convertible Debenture will be the amount indicated on Annex
        I attached
        hereto (which may be less than the amount stated on the face
        hereof).
 
 Page
            2 of
            7
 (b)  The
        Company shall not be required to pay any tax which may be payable in respect
        of
        any transfer involved in the issuance and delivery of shares of Common Stock
        or
        other securities or property on conversion of this Convertible Debenture
        in a
        name other than that of the Holder (or in street name), and the Company shall
        not be required to issue or deliver any such shares or other securities or
        property unless and until the person or persons (other than the Holder or
        the
        custodian in whose street name such shares are to be held for the Holder’s
        account) requesting the issuance thereof shall have paid to the Company the
        amount of any such tax or shall have established to the satisfaction of the
        Company that such tax has been paid.
 
 (c)  Upon
        receipt by the Company of a Notice of Conversion, the Holder shall be deemed
        to
        be the holder of record of the Common Stock issuable upon such conversion,
        the
        outstanding principal amount and the amount of accrued and unpaid interest
        on
        this Convertible Debenture shall be reduced to reflect such conversion, and,
        unless the Company defaults on its obligations under this Article 3, all
        rights
        with respect to the portion of this Convertible Debenture being so converted
        shall forthwith terminate except the right to receive the Common Stock or
        other
        securities, cash or other assets, as herein provided, on such conversion.
        If the
        Holder shall have given a Notice of Conversion as provided herein, the Company’s
        obligation to issue and deliver the certificates for shares of Common Stock
        shall be absolute and unconditional, irrespective of the absence of any action
        by the Holder to enforce the same, any waiver or consent with respect to
        any
        provision thereof, the recovery of any judgment against any person or any
        action
        by the Holder to enforce the same, any failure or delay in the enforcement
        of
        any other obligation of the Company to the Holder of record, or any setoff,
        counterclaim, recoupment, limitation or termination, or any breach or alleged
        breach by the Holder of any obligation to the Company, and irrespective of
        any
        other circumstance which might otherwise limit such obligation of the Company
        to
        the Holder in connection with such conversion. The date of receipt (including
        receipt via telecopy) of such Notice of Conversion shall be the Conversion
        Date
        so long as it is received before 5:00 p.m., California Time, on such
        date.
 
 3.3  Limits
        on Conversion .
        Notwithstanding the conversion
        rights set forth herein , unless
        the Company delivers a waiver in writing, in
        no
        event shall the Purchaser be entitled to acquire Common
        Stock, of which the sum of (i) the number of shares of Common Stock beneficially
        owned by the Purchaser and its Affiliates (other than shares of Common Stock
        which may be deemed beneficially owned through the ownership of the
        un converted portion
        of the Convertible
        Debenture, or other derivative s ecurities
        convertible into or exchangeable for shares of Common Stock), and (ii) the
        numb er
        of
        shares of Common Stock iss uable
        upon the conversion
        of the
        portion of the Convertible
        Debenture with
        respect to which this determination is being made, would result in beneficial
        ownership by the Purchaser and its Affiliates of more than 4.99% of the
        outstanding shares of Common Stock of the
        Company. For purposes of this section ,
        beneficial ownership shall be determined in accordance with Rule 13d-3 of
        the
        Exchange Act and Regulations 13 D-G thereunder, except as oth erwise
        provided in this section.
 
 Page
            3 of
            7
 4.  Guaranty;
        Security .
        This
        Convertible Debenture is entitled to the benefits of a certain Guaranty
        Agreement .
 
 5.  Miscellaneous .
        This
        Convertible Debenture shall be deemed to be a contract made under the laws
        of
        the State of California, and for all purposes shall be governed by and construed
        in accordance with the laws of said State. The parties hereto hereby waive
        presentment, demand, notice, protest and all other demands and notices in
        connection with the delivery, acceptance, performance and enforcement of
        this
        Convertible Debenture, except as specifically provided herein, and assent
        to
        extensions of the time of payment, or forbearance or other indulgence without
        notice. The Company and Holder hereby submit to the exclusive jurisdiction
        of
        the United States District Court for the State of California and of any state
        court in the State of California, County of Orange, for purposes of all legal
        proceedings arising out of or relating to this Convertible Debenture. The
        Holder
        irrevocably waives, to the fullest extent permitted by law, any objection
        which
        it may now or hereafter have to the laying of the venue of any such proceeding
        brought in such a court and any claim that any such proceeding brought in
        such a
        court has been brought in an inconvenient forum. The Company hereby irrevocably
        waives any and all right to trial by jury in any legal proceeding arising
        out of
        or relating to this Convertible Debenture.
  The
        Holder of this Convertible Debenture by acceptance of this Convertible Debenture
        agrees to be bound by the provisions of this Convertible Debenture which
        are
        expressly binding on such Holder.
 
 
 *[Signature
        page follows]*
  Page
            4 of
            7
  IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.
 
 Dated:
        _____________________
 
 TRINITY3
                  CORPORATION,
                a
                  Delaware corporation
                
                _________________________By:Steven
                  D. Hargreaves
                Its:President
                
                
                _________________________
                By:Shannon
                  T. Squyres
                Its:Chief
                  Executive Officer
 
   Page
            5 of
            7
   **ANNEX
        I**
 
 **CONVERSION
        AND REPAYMENT LEDGER**
 
 **Date**
              **Principal
                  Balance**
              **Interest
                  Converted or Paid**
              **Principal
                  Converted or Paid**
              **New
                  Principal Balance**
              **Issuer
                  Initials**
              **Holder
                  Initials**
 
  Page
            6 of
            7
 
 **EXHIBIT
        I**
 
 **NOTICE
        OF CONVERSION**
 
 (To
        be
        Executed by the Registered Holder in order to Convert the Convertible
        Debenture)
 
 The
        undersigned hereby irrevocably elects to convert $______________ of the above
        Convertible Debenture into shares of Common Stock of Trinity3 Corporation,
        a
        Delaware corporation (the “Company”) according to the conditions set forth in
        such Convertible Debenture, as of the date written below.
 
 If
        shares
        are to be issued in the name of a person other than the undersigned, the
        undersigned will pay all transfer and other taxes and charges payable with
        respect thereto.
 
 Date
        of
        Conversion: ____________________________________
 
 Applicable
        Conversion
        Price: $0.50
 
 Signature:
 [Print
        Name of Holder and Title of Signer]
 
 Address:
  
 
 SSN
        or
        EIN:
 
 Shares
        are to be registered in the following name:
 
 Name:
 Address:
 Tel:
 Fax:
 SSN
        or
        EIN:
 
 Shares
        are to be sent or delivered to the following account:
 
 Account
        Name:
 Address:
 Tel:
 Fax:
 SSN
        or
        EIN:
 
 
 Page
            7 of
            7