ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE MAY 30, 2011

THIS SECURITY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SENIOR LENDER INTERCREDITOR AGREEMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND EACH HOLDER OF THIS SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE JULY SENIOR LENDER INTERCREDITOR AGREEMENT.

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.

THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Secured Convertible Debentures of Capital Growth Systems, Inc., a Florida corporation, (the “Company”), having its principal place of business at 200 S. Wacker Drive – Suite 1650, Chicago, Illinois 60606, designated as its Original Issue Discount Secured Convertible Debenture due on May 30, 2011 (the “Termination Date) (this debenture, the “Debenture” and, collectively with the other debentures of such series maturing on May 30, 2011, the “Debentures”).

FOR VALUE RECEIVED, the Company promises to pay to _______________________ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $_______________ on May 30, 2011 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay default interest, if any, to the Holder on the then outstanding and unconverted and unredeemed principal amount of this Debenture in accordance with the provisions hereof.  This Debenture is subject to the following additional provisions:

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:

“Aequitas” means Aequitas Capital Management, Inc., or any successor thereof.

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

“Applicable Margin” means 14%.

“Applicable Rate” means the rate of interest to be paid on the Cash Subscription Amount from and after the date hereof, being a rate per annum equal to the sum of (i) the Prime Rate, plus (ii) the Applicable Margin, of which the Basic Interest amount shall be paid in cash, and the amount in excess of the Basic Interest shall be capitalized, compounded monthly and added to the Cash Subscription Amount (whereupon from and after such date such additional amounts shall also accrue interest) (such excess above the Basic Interest component to be paid in cash being “PIK Interest”)..

“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) .

“Basic Interest” shall mean the component of the Applicable Rate hereunder comprised of the Prime Rate plus 9%; this is the component of interest of this Debenture which is payable monthly, in cash, to the extent permitted under the July Senior Lender Intercreditor Agreement.

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(c) .

“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) .

“Cash Subscription Amount” shall have the meaning set forth in Section 2(a) .

“Change of Control Transaction” means the occurrence after the date hereof of any of:  (a) 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 40% 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); (b) 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 60% of the aggregate voting power of the Company or the successor entity of such transaction; (c) 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 60% of the aggregate voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or within a three year period of more than one-half of the members of the 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); (e) the employment of Patrick C. Shutt with the Company is terminated for any reason (other than a voluntary resignation) (a “Termination”), and in the case of such Termination the Company shall fail to hire a replacement chief executive officer or chief restructuring officer reasonably acceptable to the Holders holding 67% or more of the Debentures within sixty (60) days following such Termination; or (f) the execution 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 (a) through (e) above

“Collateral Agent” shall mean the collateral agent for the benefit of the Debenture holders, as named in the Security Agreement.

“Conversion” shall have the meaning ascribed to such term in Section 4 .

“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 Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

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

“Debentures” shall mean this Debenture and the other Debentures issued by the Company pursuant to the form of Securities Purchase Agreement pursuant to which this form of Debenture has been issued.

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

“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) .

“Equity Conditions” means, during the period in question: (a) 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; (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Debenture; (c) (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents; or (ii) at all times after August 19, 2009 with respect to the Conversion Shares and six months following the date of this Debenture with respect to the shares underlying the Warrants, all of the Conversion Shares issuable pursuant to the Transaction Documents may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter to such effect addressed and acceptable to the Transfer Agent and the Holder; with shares of Common Stock underlying the Warrants, the Rule 144 condition shall be deemed met to the extent there is a right to exercise the Warrants pursuant to the cashless exercise option (irrespective of the method in which such Warrant shares are acquired); (d) 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); (e) following the approval by the stockholders of the Company of the Authorized Share Issuance, 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; (f) 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; (g) the issuance of the shares in question (or, in the case of a Quarterly Redemption, the shares issuable upon conversion in full of the Quarterly Redemption Amount to the Holder would not violate the limitations set forth in Section 4(c) herein); (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated; and (i) the Holder is not in possession of any information provided by the Company after the date of initial issuance of the July 2009 Debentures by the Company that constitutes, or may constitute, material non-public information, unless the Holder has consented to be provided such information.

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

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

“Mandatory Default Amount”  means the sum of: (a) the greater of (i) the outstanding principal amount of this Debenture, 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, or (ii) 120% of the outstanding principal amount of this Debenture; plus (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, including, without limitation, any accrued and unpaid default interest.

 “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) .

“OID Amount” shall have the meaning set forth in Section 2(a) .

“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; (b) the Indebtedness existing on the Original Issue Date and set forth on Schedule 3.1(aa) attached to the Purchase Agreement, together with all obligations accruing with respect to the same (and in the case of the Senior Lender Indebtedness includes any amendments thereto or any refinancings thereof with a new senior secured lender); (c) lease obligations and purchase money indebtedness of up to $250,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets; (d) the Senior Debt or any refinancing thereof; (e) any debt obligation created by the Company as part of its Vendor Payment Plan as approved by the Collateral Agent and the Company, including but not limited to any original issue discount debentures issued by the Company to creditors of the Company or its subsidiaries (hereinafter referred to as “VPP Debentures”); and (f) any other obligations of the Company or any of its subsidiaries with respect to the Vendor Payment Plan adopted by the Company in connection with the issuance of the Debentures.

“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 clause (a), (b) or (d) thereof; 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.

“PIK Interest” shall have the meaning set forth in the definition of “Applicable Rate.”

“Prime Rate” means, at any time, the rate of interest noted in The Wall Street Journal , Money Rates section, as the “Prime Rate” (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks).  In the event that The Wall Street Journal quotes more than one rate, or range of rates, as the Prime Rate, then the Prime Rate shall mean the average of the quoted rates.  In the event that The Wall Street Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the quoted prime rates of the three (3) largest U.S. money center commercial banks, as determined by Aequitas.  Notwithstanding the foregoing, at no time shall the Prime Rate be less than five percent (5%) per annum.  The Prime Rate may not be the lowest or best rate at which the Collateral Agent calculates interest.  Any change in the Prime Rate shall be effective for purposes of calculating interest hereunder as of the date of such change.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of July__, 2009 among the Company and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Quarter” shall have the meaning set forth in Section 6(a) hereof.

“Quarterly Conversion Period” shall have the meaning set forth in Section 6(a) hereof.

“Quarterly Conversion Price” shall have the meaning set forth in Section 6(a) hereof.

“Quarterly Redemption” means the redemption of this Debenture pursuant to Section 6(a) hereof.

“Quarterly Redemption Amount” means, as to a Quarterly Redemption, $[___________], ⁽¹⁾ plus liquidated damages and any other amounts then owing to the Holder in respect of this Debenture.  The “Aggregate Quarterly Redemption Amount” hereunder means $____________. ⁽²⁾

“ Quarterly Redemption Date” means the 45 ^th day (or next Trading Day if such 45 ^th day is not a Trading Day) of each Quarter (commencing with February 14, 2010) during the term of this Debenture and terminating upon the full redemption of the aggregate Quarterly Redemption amount plus liquidated damages and any other amounts then owing to the Holder in respect of this Debenture.

“Quarterly Redemption Notice” shall have the meaning set forth in Section 6(a) hereof.

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

“Senior Debt” shall have the meaning set forth in the July Senior Lender Intercreditor Agreement.

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

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

“Trading Day” means a day on which the New York Stock Exchange 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, the OTC Bulletin Board or the Pink Sheets.

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

“VWAP” means, for any date, the price determined by the first of the following clauses that applies:  (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

(a)            Interest .  The Company acknowledges and agrees that this Debenture was issued at an original issue discount, in the amount designated as “ OID Amount ” on the first page hereof, with the cash payment funded by the original Holder hereof being the “ Cash Subscription Amount ” shown on the first page hereof.  No interest shall accrue on the OID Amount prior to the maturity date of this Debenture or acceleration of the indebtedness evidenced by this Debenture.  The Cash Subscription Amount of this Debenture shall bear interest at the Applicable Rate.  Interest on the Cash Subscription Amount shall be computed on the basis of the actual number of days elapsed over a year of 360 days.  All accrued interest on the Cash Subscription Amount (the “ Cash Subscription Amount Interest ”) shall be paid monthly in arrears on or before the 20 ^th day of each month during the term hereof, in cash as to the Basic Interest component, with the PIK Interest component to be accrued and added to the principal amount of this Debenture unless the Company elects to pay PIK Interest with cash and such payment in cash is permitted under the terms of the July Senior Lender Intercreditor Agreement.  The OID Amount shall be subject to increase following the date hereof as provided in Section 6, below.  Notwithstanding anything to the contrary contained herein, if while this Debenture is outstanding, for any reason the Company fails to pay any of the Basic Interest called for hereunder, then the unpaid amount of such interest shall be added to the principal amount of this Note as additional Cash Subscription Amount, and in addition, the OID Amount shall be increased by 75% of the amount of such unpaid Basic Interest; provided however, that failure to pay Basic Interest shall not be an event of default hereunder if payment is prohibited due to failure of the Company to meet one or more covenants with respect to the Senior Debt, or blocked or prohibited pursuant to an intercreditor agreement to which the Holder and the holder of the Senior Debt is a party, but shall be an Event of Default to the extent that such payment is permitted pursuant to the Senior Lender July Intercreditor Agreement and not blocked by such intercreditor agreement and the Company fails to make payment of the Basic Interest.

(b)            Default Interest .  To the extent permitted by law and without limiting any other right or remedy of the Holder hereunder, whenever there is an Event of Default, the rate of interest on the Cash Subscription Amount shall, at the option of the Holders holding 67% or more of the Debentures, be increased effective as of the date of delivery of written notice to the Company electing to increase such interest rate, by adding 4.00% to the interest rate otherwise in effect hereunder.  In addition, upon the occurrence and during the continuation of an Event of Default, provided that the Company is permitted to pay the PIK Interest in cash pursuant to the terms of the July Senior Lender Intercreditor Agreement, all accrued PIK Interest which has not been previously added to principal shall thereafter immediately become due and payable to the extent permitted by the July Senior Lender Intercreditor Agreement and without any notice, demand or presentment of any kind. Notwithstanding any acceleration hereunder, should the July Senior Lender Intercreditor Agreement prohibit the payment of the PIK Interest amount, it shall not accelerate during the period of such prohibition.  The Company acknowledges that:  (i) such additional rate is a material inducement to the Holder to fund the Cash Subscription Amount described herein; (ii) Holder would not have funded the Cash Subscription Amount in the absence of the agreement of the Company to pay such additional rate; (iii) such additional rate represents compensation for increased risk to Holder that the Cash Subscription Amount will not be repaid; and (iv) such rate is not a penalty and represents a reasonable estimate of (A) the cost to Holder in allocating resources (both personnel and financial) to the ongoing review, monitoring, administration and collection of the Cash Subscription Amount, and (B) compensation to Holder for losses that are difficult to ascertain.  In the event of termination of this Agreement by either party hereto, Holder’s entitlement to this charge will continue until the Cash Subscription Amount is paid in full.

(c)            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; provided however, should the 67% Majority elect to permit prepayment of the Debentures on a pro rata basis without penalty, then in such event this Debenture may be prepaid without penalty, provided prepayment is made in such manner.  To the extent that Holder allows the Company to prepay any portion of the principal amount of this Debenture, such prepayment shall reduce first the OID Amount then outstanding on a dollar-for-dollar basis and, once the OID Amount has been repaid in full, then shall reduce the Cash Subscription Amount then outstanding in the same manner.

(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 transfer or 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.

(a)            Voluntary Conversion .  At any time after the Authorized Share Approval until this Debenture is no longer outstanding, 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 (each, 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 exercise is the final exercise of conversion rights hereunder. 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.

(b)            Conversion Price .  The conversion price in effect on any Conversion Date shall be equal to $0.24, subject to adjustment herein (the “Conversion Price”).

(c)            Conversion Limitations.   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 a 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, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(c) , provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(c) shall continue to apply.  Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.  The Beneficial Ownership Limitation 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 contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall