Secured Convertible Debenture (2007)Full Document 

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                                                           DATED: MARCH 30, 2007

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE 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.

No. SSWC-1-1                                                          $1,000,000

                               SPEECH SWITCH, INC.

                          SECURED CONVERTIBLE DEBENTURE

                               DUE: MARCH 29, 2010

     This Secured Convertible Debenture (the "Debenture") is issued by SPEECH
SWITCH, INC., a New Jersey corporation (the "Company"), to CORNELL CAPITAL
PARTNERS, LP (the "Holder").

     The Company issued to the Holder: (i) on or about August 10, 2004 a
Convertible Debenture in the original principal amount of Four Hundred Thousand
Dollars ($400,000) (the "August 2004 Convertible Debenture"), (ii) on or about
November 17, 2004, a Convertible Debenture in the original principal amount of
Four Hundred Thousand Dollars ($400,000) (the "November 2004 "Convertible
Debenture") (the August 2004 Convertible Debenture and the November 2004
Convertible Debenture shall collectively be referred to as the "Prior
Convertible Debenture"). On February 28, 2005 the Holder funded the Company Two
Hundred Thousand Dollars ($200,000) and simultaneously the Prior Convertible
Debenture were rolled into a single note in the amount of One Million Dollars
($1,000,000) (the "February Note") which included the Two Hundred Thousand
Dollars ($200,000) plus the outstanding principal balance of the Prior
Convertible Debenture plus accrued and unpaid interest on the Prior Convertible
Debenture.

     THEREFORE FOR VALUE RECEIVED, on August 10, 2004, November 17, 2004 and
February 28, 2005 pursuant to those certain August 2004 Convertible Debenture,
November 2004 Convertible Debenture and February Note which February Note is
hereby surrendered, and for consideration consisting solely of such surrender,
replaced with this Debenture, the Company hereby promises to pay to the Holder
or its successors and assigns the principal sum of One Million Dollars
($1,000,000) together with accrued but unpaid interest on or before March ____,
2010 (the "Maturity Date") in accordance with the following terms:



     Simultaneous with the issuance of this Debenture the Company and the Holder
are executing and delivering an Irrevocable Transfer Agent Instructions (the
"Irrevocable Transfer Agent Instructions") dated the date hereof.

     SECTION 1. General Terms

     (a) INTEREST. Interest shall accrue on the outstanding principal balance
hereof at an annual rate equal to five percent (5%). Interest shall be
calculated on the basis of a 365-day year and the actual number of days elapsed,
to the extent permitted by applicable law. Interest hereunder shall be paid on
the Maturity Date (or sooner as provided herein) to the Holder or its assignee
in whose name this Debenture is registered on the records of the Company
regarding registration and transfers of Debentures in cash or in Common Stock
(valued at the Closing Bid Price on the Trading Day immediately prior to the
date paid) at the option of the Company.

     (b) SECURITY. The Debenture shall be secured by the Pledged Property as
defined in the Security Agreement between the Company and the Holder dated
February 28, 2005 ("Security Agreement"), issued by the Company as security for
the February Note. The Security Agreement shall hereby be amended with the
deletion of Section 7.1(c) and the words: "create any subsidiaries nor" from
Section 7.1(e) thereto.

     SECTION 2. Events of Default.

     (a) An "Event of Default", wherever used herein, means any one of the
following events (whatever the reason and whether it 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 the principal of, interest on or
other charges in respect of this Debenture, free of any claim of subordination,
as and when the same shall become due and payable whether upon an Optional
Redemption (as defined in SECTION 3(A)), the Maturity Date, by acceleration, or
otherwise;

          (ii) The Company or any subsidiary of the Company shall commence, or
there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect
or any successor thereto, or the Company or any subsidiary of the Company
commences any other proceeding under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to the

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