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EXHIBIT 10.03
AGREEMENT FOR CONVERSION OF DEBENTURE
THIS AGREEMENT FOR CONVERSION OF DEBENTURE ("Agreement") is
entered into
as of the ____ day of October, 2007 by and between Digital
Learning Institute,
Inc. ("Borrower") and Digital Learning Management Corporation
("Guarantor") on
the one hand and David L. Kagel, Trustee ("Debenture Holder"),
on the other
hand.
RECITALS
WHEREAS, Borrower, Guarantor and Debenture Holder desire to
convert the
debt evidenced by and represented by certain 7.00% Convertible
Debentures, as
more fully described herein, into shares of common stock of
Guarantor, on the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and
covenants
contained herein and other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, the parties
intending to be legally
bound agree as follows:
SECTION I
DESCRIPTION OF CONVERTIBLE DEBENTURES
1.1 DESCRIPTION OF DEBENTURES: The debentures subject to this
Agreement
are described as follows, and will hereafter be referred to as
the "Debentures":
(a) Convertible Debenture dated February 27, 2004, in the
original
principal sum of $1,000,000.00 executed by Digital Learning
Institute, Inc., a
Delaware corporation (hereinafter called "Borrower"), payable to
the order of
Assignor as therein provided, as more fully described in and
secured by two
Security Agreements of even date therewith from Borrower and
Digital Learning
Management Corporation to Renaissance Capital Growth &
Income Fund, III, Inc.,
Renaissance US Growth Investment Trust PLC, BFSUS Special
Opportunities Trust
PLC, and Renn Capital Group, Inc., as Agent (the "Secured
Parties"); as assigned
to David L. Kagel, Trustee pursuant to an Assignment of Note and
Lien dated
December 15, 2006.
(b) Convertible Debenture dated February 27, 2004, in the
original
principal sum of $1,000,000.00 executed by Digital Learning
Institute, Inc., a
Delaware corporation (hereinafter called "Borrower"), payable to
the order of
Assignor as therein provided, as more fully described in and
secured by two
Security Agreements of even date therewith from Borrower and
Digital Learning
Management Corporation to Renaissance Capital Growth &
Income Fund, III, Inc.,
Renaissance US Growth Investment Trust PLC, BFSUS Special
Opportunities Trust
PLC, and Renn Capital Group, Inc., as Agent (the "Secured
Parties"); as assigned
to David L. Kagel, Trustee pursuant to an Assignment of Note and
Lien dated
December 15, 2006.
(c) Convertible Debenture dated February 27, 2004, in the
original
principal sum of $1,000,000.00 executed by Digital Learning
Institute, Inc., a
Delaware corporation (hereinafter called "Borrower"), payable to
the order of
Assignor as therein provided, as more fully described in and
secured by two
Security Agreements of even date therewith from Borrower and
Digital Learning
Management Corporation to Renaissance Capital Growth &
Income Fund, III, Inc.,
Renaissance US Growth Investment Trust PLC, US Special
Opportunities Trust PLC,
and Renn Capital Group, Inc., as Agent (the "Secured Parties");
as assigned to
David L. Kagel, Trustee pursuant to an Assignment of Note and
Lien dated
December 15, 2006.
SECTION II - CONVERSION OF DEBENTURES
2.1 - CONVERSION OF DEBENTURES: Guarantor shall issue a total
of
3,500,000 shares of its $.001 par value common stock to
Debenture Holder or his
assigns.
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2.2 RELEASE BY DEBENTURE HOLDER: Upon receipt of the common
stock, all
debts and obligations of Borrower and Guarantor, arising from or
relating
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