VISIPHOR CORPORATION

SECURED DEBENTURE

FOR VALUE RECEIVED, Visiphor Corporation (the “Corporation”) hereby acknowledges itself indebted to and hereby promises to pay to the order of Quorum Investment Pool Limited Partnership or its successors and assigns (the “Holder”) at 70 York Street, Suite 1720, Toronto, Ontario M5J 1S9 or at such other place as the Holder may direct at any time and from time to time, on October 28, 2007, or on such earlier day as the principal moneys hereby secured may become payable in accordance with the terms and conditions set out in Schedule “I” attached hereto (the “Maturity Date”), the principal sum of Two Hundred and Seven Thousand Six Hundred and Ninety Three dollars ($207,693) in lawful money of Canada (the “Principal”).  The Principal due hereunder shall bear interest, calculated monthly and payable quarterly in arrears, at an annual rate of interest of eight percent (8%) per annum (as such annual rate may be adjusted from time to time pursuant to Section 3.2), in accordance with the terms and conditions set out in Schedule “I” attached hereto.  Interest, as aforesaid, shall accrue from and including the date hereof until the Maturity Date upon the Principal outstanding from time to time with interest on overdue interest at the same rate. On the date of this Debenture, the Corporation shall prepay One Thousand Three Hundred and Thirty Three dollars ($1,333) towards interest.

This Debenture is, or will be, irrevocably and unconditionally guaranteed by Sunaptic Solutions Incorporated (the “Guarantor”).

IN WITNESS WHEREOF Visiphor Corporation has caused this Debenture to be signed by its proper and duly authorized officer.

DATED the 28^th day of September, 2007.

VISIPHOR CORPORATION

Per:

    /s/ Roy Trivett

Name:  Roy Trivett

Title:    Chief Executive Officer

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SCHEDULE “I”

TERMS AND CONDITIONS

ARTICLE 1.
INTERPRETATION

1.1.

Definitions

For the purposes of this Debenture, unless otherwise defined herein, the following terms shall have the following meanings ascribed to them:

(a)

“Acquisition” means the purchase or other acquisition by (i) the Corporation or any of its Subsidiaries (by merger, stock purchase, or otherwise) all of the aggregate outstanding voting power of the Capital Stock of any other Person, or (ii) the Corporation or any of its Subsidiaries of substantially all of the assets of any other Person or comprising one or more divisions or other business units of such other Person;

(b)

“additional amount” has the meaning ascribed thereto in Section 2.3;

(c)

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (i) vote 10% or more of the Capital Stock having ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise.  Notwithstanding anything herein to the contrary, in no event shall the Holder be considered an “Affiliate” of the Corporation;

(d)

“After Acquired Property” means any interest in real property acquired by the Corporation or any of its Subsidiaries after the date hereof with a Current Value in excess of $100,000;

(e)

“Auditors” means the auditors of the Corporation from time to time;

(f)

“Authorized Bank” means any Schedule 1 chartered bank in Canada, or any such similar grade banking institution in the United States acting as operating lender to the Corporation and/or any of its Subsidiaries;

(g)

“Authorized Officer” means the president, chief executive officer, chief financial officer, corporate secretary or vice president of a Person, provided that any certificate provided by such officer shall be deemed to be made solely in his capacity as an officer of such Person and not in his personal capacity;

(h)

“Bankruptcy Code” means (i) the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), (ii) the BIA (Canada) and (iii) the CCAA, in each case as applicable, as amended and as in effect from time to time, and any successor statute;

(i)

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Corporation, any of its Subsidiaries, or any ERISA Affiliate of Corporation has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years;

(j)

“BIA (Canada)” means the Bankruptcy and Insolvency Act (Canada), as amended and in effect from time to time;

(k)

“Board” means the board of directors of the Corporation;

(l)

“Business Day” means a day other than a Saturday, Sunday or any other day that is a statutory or civic holiday in the Provinces of British Columbia and Ontario;

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(m)

“Canadian Benefit Plans” means all material employee benefit plans maintained or contributed to by either Corporation or any of its Subsidiaries that are not Canadian Pension Plans, including, without limitation, all profit sharing, savings, post-retirement, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements, and in which the employees or former employees of either Corporation or its Subsidiaries employed in Canada participate or are eligible to participate;

(n)

“Canadian Pension Plans” means all “registered pension plans” ( as defined in the Income Tax Act (Canada), as amended) established, maintained or contributed to by either Corporation or any of its Subsidiaries for its employees or former employees employed in Canada;

(o)

“Capital Lease” means, with respect to any Person, any lease of real or personal property by such Person as lessee which is (i) required under GAAP to be capitalized on the balance sheet of such Person or (ii) a transaction of a type commonly known as a “synthetic lease” (i.e. a lease transaction that is treated as an operating lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for Federal income tax purposes);

(p)

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person;

(q)

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP;

(r)

“CCAA” means the Companies’ Creditors Arrangement Act (Canada), as amended and in effect from time to time.

(s)

“Change of Control Event” means any one of the following events or series of related events: (i) the sale of at least 90% of the Common Shares; (ii) the  acquisition, directly or indirectly, by any person or group, that is not a shareholder on the date hereof (other than Holder or the holder of the Other Quorum Debentures), of beneficial ownership of more than 30% of the aggregate outstanding voting power of the Capital Stock of the Corporation; (iii) the Corporation ceases to own and control, directly or indirectly, 100% of the shares of the Capital Stock of its Subsidiaries; or (iv) (A) the Corporation consolidates with or merges into another entity or conveys, transfers or leases all or substantially all of its property and assets to any Person, or (B) any entity consolidates with, amalgamates with or merges into the Corporation, which in either event (A) or (B) is pursuant to a transaction in which the outstanding voting Capital Stock of the Corporation is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction in which the shareholders of the Corporation have a beneficial ownership in the aggregate of at least 50.1% of the aggregate voting power of all Capital Stock of the resulting, surviving or transferee entity;

(t)

“Change in Law” has the meaning ascribed thereto in Section 3.4;

(u)

“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which an Encumbrance is granted or purported to be granted by such Person as security for all or any part of the Obligations;

(v)

“Common Shares” means the common shares in the capital of the Corporation;

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(w)

“Contracts” means agreements, franchises, leases, easements, servitudes, privileges and other rights acquired from persons;

(x)

“Control” has the meaning given thereto in the Canada Business Corporations Act on the date hereof;

(y)

“Copyright” means all present and future domestic and foreign copyrights, and associated performance rights, neighbouring rights and ephemeral rights of or relating to the Corporation and its Subsidiaries, whether registered or not;

(z)

“Corporation” has the meaning ascribed thereto on the face page;

(aa)

“Current Value” has the meaning ascribed thereto in Section 6.1(u);

(bb)

“Debenture” means this interest bearing secured debenture of the Corporation;

(cc)

“Default” means an event, which, with the giving of notice, lapse of time or otherwise would constitute an Event of Default;

(dd)

“Disposition” means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person;

(ee)

“D&O Policy” has the meaning ascribed thereto in Section 6.1;

(ff)

“Encumbrance” means, in respect of any Person, any mortgage, deed of trust, debenture, pledge, hypothec, lien (statutory or otherwise), charge, assignment by way of security, consignment, lease, hypothecation, security interest granted or permitted by such Person or arising by operation of law, in respect of any such Person’s property or assets, or other encumbrance or security or preferential arrangement of any nature, including any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security and “Encumbrances”, “Encumber” and “Encumbered” shall have corresponding meanings;

(gg)

“Environment” means the ambient air, all layers of the atmosphere, surface water, underground water, all land, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matter and living organisms, and include indoor spaces;

(hh)

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Substances (i) from any assets, properties or businesses of the Corporation or any of its Subsidiaries or any predecessor in interest; (ii) from adjoining properties or businesses; or (iii) onto any facilities which received Hazardous Substances generated by the Corporation or any of its Subsidiaries or any predecessor in interest;

(ii)

“Environmental Law” means all federal, provincial, state, municipal or local statutes, regulations, by-laws, Environmental Permits, orders or rules, and any policies or guidelines of any governmental or regulatory body or agency, and any requirements or obligations arising under the common law, relating to the Environment, the transportation of dangerous goods and occupational health and safety;

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(jj)

“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to the liability or potential liability of the Corporation or any of its Subsidiaries with respect to any environmental condition or a Release of Hazardous Substances from or onto (i) any property currently or formerly owned by the Corporation or any of its Subsidiaries or (ii) any Real Property which received Hazardous Substances generated by the Corporation or any of its Subsidiaries;

(kk)

“Environmental Lien” means any Encumbrance in favour of any Governmental Authority for Environmental Liabilities and Costs;

(ll)

“Environmental Permits” means all permits, licences, approvals, consents, authorizations, registrations and certificates issued by or provided to, as the case may be;

(mm)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time.  References to sections of ERISA shall be construed also to refer to any successor sections;

(nn)

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the IRC;

(oo)

“Event of Default” means any of the events described in Section 7.1;

(pp)

“Existing Location” means 4710 Kingsway, Suite 1100, Burnaby, British Columbia V5H 4M2;

(qq)

“Fiscal Year” means the fiscal year of the Corporation and its Subsidiaries ending on December 31st of each year;

(rr)

“GAAP” means Canadian generally accepted accounting principles as set out in the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time;

(ss)

“Governmental Authority” means any nation or government, any Federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government;

(tt)

“Guarantee” means the unlimited guarantee issued by each Guarantor in favour of the Holder, as applicable;

(uu)

“Guarantors” means each active Subsidiary of the Corporation and “Guarantor” means any one of the foregoing Persons;

(vv)

“Hazardous Substance” means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them that may impair the Environment, injure or damage property or plant or animal life or harm or impair the health of any individual;

(ww)

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect

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against fluctuations in interest rates or currency, commodity or equity values (including any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement;

(xx)

“Holder” has the meaning ascribed thereto on the face page;

(yy)

“Holder Expenses” means any and all out-of-pocket expenses incurred from time to time by the Holder or any Receiver in connection with the protection, perfection or preservation of the Security Interest and other rights constituted hereby, in enforcing payment or performance of the Obligations or any part thereof or in locating, taking possession of, transporting, holding, repairing, processing, preparing for and arranging for the disposition of and/or disposing of the Collateral or in contemplation of any of the foregoing and any and all other reasonable expenses incurred by the Holder or any Receiver as a result of the Holder or such Receiver exercising any of its rights or remedies hereunder or at law, including, without in any way limiting the generality of the foregoing, any and all legal expenses including those incurred in any legal action or proceeding or appeal therefrom commenced or taken in good faith by the Holder and any and all fees and disbursements of any counsel, accountant or valuator or any similar Person employed by the Holder in connection with any of the foregoing and the costs of insurance and intellectual property prosecutions and administrative proceedings and payment of taxes (other than taxes relating to the income of the Holder), maintenance fees and other charges incurred in retaking, holding, repairing, processing and preparing for disposition and disposing of the Collateral;

(zz)

“Indebtedness” means, without duplication and without limitation, with respect to any Person and calculated on a consolidated or combined basis, as applicable, (i) all indebtedness for borrowed money, (ii) all obligations for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person’s business and not outstanding for more than 90 days after the date such payable was created), (iii) all obligations evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made, (iv) all reimbursement, payment or other obligations and liabilities created or arising under any conditional sales or other title retention agreement with respect to property used or acquired, even though the rights and remedies of the lessor, seller or lender thereunder may be limited to repossession or sale of such property, (v) all Capitalized Lease Obligations, (vi) all obligations, contingent or otherwise, under letters of credit, letters of guarantee, bonds for international or other contracts, guarantees, legally binding comfort letters or indemnities issued in connection therewith, whether issued for the benefit of the Corporation or a Subsidiary of the Corporation or another or others, (vii) all obligations arising pursuant to bankers’ acceptance facilities or indemnities issued in connection therewith, (viii) all other contingent obligations incurred for the purpose of or having the effect of providing financial assistance to another entity, including, without limitation, guarantees, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business), obligations to purchase assets regardless of the delivery or non-delivery thereof and obligations to make advances or otherwise provide financial assistance to any other entity, (ix) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (x) all obligations and liabilities, calculated on a basis satisfactory to the Holder and in accordance with accepted practice, of such Person under Hedging Agreements; and (xi) all obligations referred to in clauses (i) through (x) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Encumbrance upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.  The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer;

(aaa)

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the applicable Bankruptcy Code or under any other federal, provincial, state, local or

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foreign bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

(bbb)

“Intellectual Property” means all present and future intellectual property of the Corporation and each of the Subsidiaries used or being developed for use in the businesses of the Corporation or any of the Subsidiaries, and all rights of the Corporation and the Subsidiaries therein, throughout the universe, whether registered or unregistered, including without limitation:

(i)

all Copyright, including all applications and registrations of such copyrights;

(ii)

all Trade Marks;

(iii)

all Patents; and

(iv)

the Technology;

(ccc)

“Interest” has the meaning ascribed thereto in Section 3.1;

(ddd)

“Interest Payment Date” has the meaning ascribed thereto in Section 3.1;

(eee)

“Interest Rate” has the meaning ascribed thereto in Section 3.1;

(fff)

“IRC” means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder;

(ggg)

“Judgment Conversion Date” has the meaning ascribed thereto in Section 9.9;

(hhh)

“Judgment Currency” has the meaning ascribed thereto in Section 9.9;

(iii)

“Loan Party” means the Corporation or any Guarantor;

(jjj)

“Loan Document” means this Debenture, the Subscription Agreement, any Guarantee, any Security Document, any Mortgage, and any other agreement, instrument, and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing the Debenture or any other Obligation;

(kkk)

“Material Adverse Effect” means, (i) a material adverse effect on the business, assets, liabilities, operations, results of operations, condition (financial or other) or prospects of the Corporation and its Subsidiaries on a consolidated basis, or on the ability of the Corporation or any Subsidiary to carry on its business or a significant part of its business, (ii) any impairment of the ability of the Corporation and its Subsidiaries on a consolidated basis to perform any of its obligations under any Loan Document or otherwise, (iii) any material impairment of the validity, perfection, or priority of any Encumbrance on any Collateral granted by the Corporation or any of its Subsidiaries to the Holder, in each case as determined by the Holder, or (iv) a material adverse effect on any of the rights and remedies of the Holder under any Loan Document;

(lll)

“Material Contract” means, with respect to any Person, (i) each Contract to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $250,000 or more (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than Contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days notice without penalty or premium) and (ii) all Contracts, the breach or default of which could have a Material Adverse Effect.  All such Material Contracts of the Corporation and its Subsidiaries as of the date hereof are listed on Schedule “D”;

(mmm)

“Maturity Date” means 5:00 p.m. (Toronto time) on October 28, 2007;

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(nnn)

“Mortgage” means a mortgage, deed of trust or deed to secure debt, in form and substance satisfactory to the Holder, made by the Corporation or a Guarantor in favour of the Holder for the benefit of the Holder delivered to the Holder pursuant to the provisions hereof or otherwise in form and substance satisfactory to Holder;

(ooo)

“New Subsidiary” has the meaning ascribed thereto in Section 6.1;

(ppp)

“Obligation” means all present and future indebtedness, liabilities and obligations (whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any Insolvency Proceeding of the Corporation or any Subsidiary from time to time, under or in respect of this Debenture or any other Loan Document. Without limiting the generality of the foregoing, the Obligations of each Loan Party under the Loan Documents include (a) the obligation (irrespective of whether a claim therefor is allowed in any Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, attorneys fees and disbursements, indemnities and other amounts payable by such Person under the Loan Documents, and (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that Holder (in its sole discretion) may elect to pay or advance on behalf of such Person;

(qqq)

“Operating Lease Obligations” means all obligations for the payment of rent for any real or personal property under leases or agreements to lease that are greater than $500,000 per year, other than Capitalized Lease Obligations;

(rrr)

“Other Quorum Debentures” means convertible secured debentures of the Corporation dated on or after July 12, 2006 issued to Quorum Secured Equity Trust in the aggregate principal amount of $1,700,000, as amended;

(sss)

“Other Taxes” has the meaning ascribed thereto in Section 2.3;

(ttt)

“Patents” means, individually and collectively, all present and future patents, inventions, formulae, processes, business methods, trade secrets, patentable subject matter and industrial design subject matter, all present and future patent and industrial design applications and registrations therefor, and all other patent rights used in the business of the Corporation or any of the Subsidiaries and all general intangibles of a like nature owned by the Corporation or any of its Subsidiaries from time to time, and (i) all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all improvements, modifications and amendments made thereon or thereto, (iii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all rights, corresponding thereto throughout the universe;

(uuu)

“Permitted Encumbrances” means, in respect of any Person,

(i)

undetermined or inchoate Encumbrances and charges incidental to construction, maintenance or operations which have not at the time been filed pursuant to law or which relate to obligations not yet due and delinquent;

(ii)

the Encumbrance of taxes and assessments not at the time overdue and Encumbrances securing worker’s compensation assessments not yet due and the lien for specified taxes and assessments which are overdue but the validity of which is being contested at the time in good faith by proceedings which stay the imposition of any penalty, fine, or Encumbrance resulting from the non-payment thereof, if such Person shall have made on its books provision reasonably deemed by it to be adequate therefor in accordance with GAAP;

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(iii)

any statutory Encumbrance or any right of distress with respect to any lease for rent provided that such obligations are not in default;

(iv)

any Encumbrance with respect to cash or governmental obligations deposited in the ordinary course of business in connection with contracts, bids, tenders or to secure worker’s compensation, unemployment insurance, surety or appeal bonds,  costs of litigation, when required by law, public and statutory obligations, liens or claims incidental to current construction, mechanics’, warehousemen’s, carriers’ and other similar liens;

(v)

any Encumbrance resulting from security given in the ordinary course of business to a public utility or any governmental authority when required by such utility or governmental authority in connection with the operations of the Corporation or any of its Subsidiaries;

(vi)

easements, rights of way and servitudes and other similar rights in real property which in the opinion of Holder, acting reasonably, will not in the aggregate materially impair the use of the land concerned for the purpose for which it is held or used by such Person;

(vii)

title defects or irregularities which in the opinion of Holder, acting reasonably, are of a minor nature and in the aggregate will not materially impair the use of the property for the purposes for which it is held by such person or materially affect the Security Interest;

(viii)

any Encumbrance resulting from any judgment rendered or claim filed against such Person which such Person shall be contesting in good faith and by appropriate proceedings which stay the imposition of any penalty, fine, or Encumbrance resulting from the non-payment thereof, if such Person shall have made on its books adequate reserves therefor in accordance with GAAP;

(ix)

construction, contractors’, mechanics’, carriers’, warehousemen’s, suppliers’ and materialmen’s liens imposed by law and liens imposed by law in respect of vacation pay, workers’ compensation, unemployment insurance or similar statutory obligations, provided the obligations secured by such liens are not yet due and payable and, in the case of construction liens, which have not yet been filed or for which the Corporation or any of its Subsidiaries has not received written notice of a lien;

(x)

liens arising from court or arbitral proceedings, provided that the claims secured thereby are being contested in good faith by the Corporation or a Subsidiary; execution thereon has been stayed and continues to be stayed; and such liens do not, in the aggregate, materially detract from the value of the assets of the Corporation or materially impair the use thereof in the business of the Corporation;

(xi)

any Encumbrance resulting from the excess of the amount of any taxes, rates, assessments or governmental charges or levies for which final assessments have not been received over and above the amount of such taxes, rates, assessments or governmental charges or levies as estimated by a responsible officer of such Person;

(xii)

all rights reserved to or vested in any governmental authority by the terms of any lease, licence, franchise, grant or permit held by such Person or by any statutory provision to terminate any such lease, licence, franchise grant or permit or to require annual or periodic payments as a condition of the continuance thereof or to distrain against or to obtain a lien on any property or assets of such Person in the event of failure to make such annual or other periodic payments;

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(xiii)

Encumbrances in connection with any Capital Lease to the extent they are limited to the assets which are the subject of such Capital Leases (or other agreement carrying the right to use) that secures Indebtedness described by clauses (v) and (vi) of the definition of Permitted Indebtedness;

(xiv)

Purchase Money Security Interests that secure Indebtedness permitted by clause (vi) of the definition of Permitted Indebtedness;

(xv)

the Security Interest;

(xvi)

the security interest in the Other Quorum Debentures;

(xvii)

security interests (which, at the option of the Corporation, shall rank prior to the Security Interest) securing the Indebtedness incurred by the Corporation and its Subsidiaries with any Schedule I chartered bank in Canada or any such similar grade banking institution in the United States, in respect of a term facility and/or a revolving operating line of credit with, and irrevocable letters of guarantee issued by, any such institution that acts as operating lender to the Corporation and any of its Subsidiaries, to an aggregate maximum principal amount of $1,000,000 for all such indebtedness described in this clause (xvii);

(xviii)

the security interests in accounts receivable evidenced by documents titled “general assignment of accounts receivable” dated July 12, 2006 and issued by the Corporation to the holders of the Related Party Notes;

(xix)

such other liens as may be consented to in writing by the Holder; and

(xx)

the extension, renewal or refinancing of any of the above on the same or better terms;

(vvv)

“Permitted Indebtedness” means in respect of the Corporation and the Subsidiaries,

(i)

Indebtedness incurred pursuant to this Debenture;

(ii)

Indebtedness incurred pursuant to the Other Quorum Debentures;

(iii)

Indebtedness owed to an Authorized Bank and referred to in clause (xvii) of the definition of Permitted Encumbrances, in an aggregate principal amount not to exceed $1,000,000;

(iv)

unsecured Indebtedness incurred on or prior to the date of this Debenture as set forth on Schedule “C”, provided that any such Indebtedness that includes the notation “(postponed)” on Schedule “C” has been validly and absolutely postponed and subordinated in right of payment and collection to the repayment in full of the Obligation;

(v)

Indebtedness evidenced by Capitalized Lease Obligations entered into in order to finance Capital Expenditures made by the Corporation, which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under this clause (v) and clause (vi) of this definition, does not exceed $750,000 at any time;

(vi)

Purchase Money Security Interest Indebtedness incurred to enable the Corporation to acquire equipment in the ordinary course of its business, which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under clause (v) and this clause (vi) of this definition, does not exceed $750,000 at any time;

(vii)

Indebtedness of the Corporation or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business

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operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; and

(viii)

any other Indebtedness consented to by the Holder from time to time;

(www)

 “Permitted Investments” means (i) marketable direct obligations issued or unconditionally guaranteed by the Canadian Government or United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of Canada or the United States, in each case, maturing within six months from the date of acquisition thereof; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s or A-1 by Standard & Poor’s; (iii) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with banks included in the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the Canadian Government or United States Government or any agency thereof, (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; and (vi) tax exempt securities rated A or better by Moody’s or A+ or better by Standard & Poor’s;

(xxx)

“Person” includes any individual, corporation, company, partnership, association state, trust, unincorporated organization, joint venture, other enterprise or entity, or government or any agency of political subdivision of any government;

(yyy)

“PPSA” means the Personal Property Security Act (British Columbia), as amended;

(zzz)

“Preferred Stock” means, as applied to the Capital Stock of any Person, the Capital Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person;

(aaaa)

“Principal” means the principal amount of indebtedness outstanding from time to time under this Debenture or any other Loan Document, which is initially the amount specified on the face page of this Debenture;

(bbbb)

“Proceeds”, means, with respect to any Collateral, any  property in any form derived, directly or indirectly, from any dealing with such Collateral or the proceeds therefrom and includes proceeds of insurance and all other “proceeds” (as such term is defined in the PPSA);

(cccc)

“Purchase Money Security Interest” means any Encumbrance given, assumed or arising by operation of law, including Capital Leases, to provide or secure, or to provide the obligor with funds to pay, the whole or any part of the consideration for the acquisition of property where the principal amount of the obligation secured by such Encumbrance is secured only by the property being acquired by the obligor, and includes the renewal or refinancing of any such Encumbrance upon the same property provided that the indebtedness secured and the security therefor are not increased thereby;

(dddd)

“Quorum Nominee” means the person proposed by the Holder and/or the holder of the Other Quorum Debentures in its sole discretion to be nominated as a director of the Corporation, and any replacement therefor;

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(eeee)

“Receiver” means a receiver, a reorganization manager or any similar Person appointed in accordance with Section 7.2;

(ffff)

“Related Party Notes” means the promissory notes dated July 12, 2006 and issued by the Corporation to (i) Keith Kretschmer in the principal amount of US$400,000 and (ii) Roy Trivett in the principal amount of $85,000;

(gggg)

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Substance (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Substance) into the indoor or outdoor environment, including the movement of Hazardous Substances through or in the ambient air, soil, surface or ground water, or property;

(hhhh)

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Substances in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Substances so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. § 9601;

(iiii)

“Revolver” means Indebtedness of the Corporation to an Authorized Bank in the aggregate maximum principal amount of $1,000,000;

(jjjj)

“Security Agreement” means the security agreement issued by the Corporation in favour of the Holder dated the date hereof, and security agreements issued by each Guarantor in favour of the Holder, as applicable;

(kkkk)

“Security Documents” means the security agreements (including the Security Agreement), documents, and instruments from time to time executed or delivered to create, grant and maintain a perfected Encumbrance on the Collateral in favour of the Holder;

(llll)

“Security Interest” means the Encumbrances granted by the Loan Parties to the Holder under the Loan Documents;

(mmmm)

“Solvent” means, with respect to any Person on a particular date, that on such date (i) the realizable value of the Person's assets is greater than the sum of its liabilities (actual and contingent), (ii) the Person is able to meet its liabilities as they become due, and (iii) such Person is not an “insolvent person” as such term is defined in the BIA (Canada) or a “debtor” as such term is defined in the CCAA;

(nnnn)

“Subscription Agreement” means the subscription agreement entered into between the Holder and the Corporation as of even date herewith in respect of the subscription by the Holder for the Debenture;

(oooo)

“Subsidiary” means any corporation, partnership, company, trust, estate, association, joint venture, or other business entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding shares or interests of any class carrying voting rights are beneficially owned, directly or indirectly, by the Corporation, including, without limitation, the entities listed in Schedule “A”, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company, or (C) in the case of a trust, estate, association, joint venture or other business entity, the beneficial interest in such trust, estate, association or other business entity is, at

- xviii -

the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person and “Subsidiaries” means all of the Subsidiaries;

(pppp)

“Taxes” has the meaning ascribed thereto in Section 2.3;

(qqqq)

“Technology” means all technology created, developed or acquired by the Corporation and each of the Subsidiaries whether or not patented or patentable and whether or not fixed in any medium whatsoever, including without limitation, all inventions, know how, techniques, processes, procedures, methods, trade secrets, research and technical data, records, formulae, designs, sketches, patterns, specifications, blue prints, flow charts or sheets, equipment and parts lists and descriptions, samples, reports, studies, findings, algorithms, instructions, guides, manuals, and plans for new or revised products and/or services;

(rrrr)

“Title Insurance Policy” means a mortgagee’s loan policy, in form and substance satisfactory to the Holder, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company satisfactory to the Holder, insuring the Encumbrance created by a Mortgage in an amount and on terms satisfactory to the Holder, delivered to the Holder;

(ssss)

“Trade Marks” means the trade marks, trade names, trade styles, service marks, brand names, logos, certification marks, prints, labels or the like held by or used in the business of the Corporation or any of its Subsidiaries from time to time, whether used in association with wares or with services, and all similar, present or future marks, names, styles, logos, prints or labels and all applications, registrations and recordings thereof in Canada, the United States of America or elsewhere, including every modification, renewal, reissue or other extension of any registration or recording; and

(tttt)

“TSXV” means the TSX Venture Exchange.

1.2.

Interpretation

For the purposes of this Debenture, except as expressly provided or unless the context requires otherwise:

(a)

the headings used throughout this Debenture are for ease of reference only and shall not in any way affect the meaning or interpretation of this Debenture;

(b)

any reference herein to a numbered or lettered part or section refers to the specified part or section of this Debenture;

(c)

“hereto”, “herein”, “hereof”, “hereunder” and similar expressions refer to this Debenture and not to any particular part or section of this Debenture;

(d)

any words or expressions contained in this Debenture which impart the singular number include the plural number and vice versa;

(e)

the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” whether or not so expressly stated in each such instance and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”;

(f)

the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(g)

any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified;

(h)

any reference herein to any Person shall be construed to include such Person’s successors and assigns;

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(i)

any words or expressions contained in this Debenture which impart any gender include all genders; and

(j)

all dollar amounts expressed herein refer to lawful currency of Canada.

1.3.

Schedules

The following schedules attached hereto are hereby incorporated into and form part of this Debenture:

1.4.

Proper Law and Attornment

This Debenture and all matters arising hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  Each of the parties hereto irrevocably and unconditionally, with respect to any matter or thing arising out of or pertaining to this Debenture, hereby attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario for the determination of all matters arising pursuant to this Debenture.

1.5.

Non-Business Days

Whenever any payment hereunder (whether in regard to Principal, Interest or otherwise) shall become due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day.  During an extension under this Section 1.5 of any due date for payment of any Principal sum, Interest shall be payable to the date of actual payment of such Principal sum at the rate payable hereunder.

1.6.

Application of Payments and Proceeds of Collateral

All payments made in respect of the repayment of this Debenture, and, after the occurrence and during the continuance of an Event of Default, all proceeds of Collateral, shall be applied firstly to payment of costs, secondly to payment of Interest and thirdly to payment of Principal.

ARTICLE 8.2.
DEBENTURE

2.1.

Indebtedness

The Corporation for value received hereby promises to pay to or to the order of the Holder on the Maturity Date, the Principal.  On the Maturity Date, or earlier as required by Section 7.2 hereof, payment of Principal is to be made in lawful money of Canada at the address of the Holder set out in Section 9.1 or other location designated by the Holder by notice to the Corporation.

Deduction or Withholding

Any and all payments by the Corporation hereunder, and any amounts on account of interest or deemed interest, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income or franchise taxes of the Holder by the jurisdiction in which the Holder is organized or has its principal office (all such non-excluded taxes, levies, imposts, deductions, charges withholdings and liabilities, collectively or individually, “Taxes”).  If the Corporation shall be required to deduct any Taxes from or in respect of any sum payable hereunder to the Holder, (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) the Holder shall receive an amount equal to the sum it would have received had no such

- xx -

deductions been made, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

In addition, the Corporation agrees to pay to the relevant governmental authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Debenture (“Other Taxes”).  The Corporation shall deliver to the Holder official receipts, if any, in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes or other evidence of payment reasonably acceptable to the Holder.

The Corporation hereby indemnifies and agrees to hold the Holder harmless from and against Taxes and Other Taxes (including, without limitation, Taxes and Other Taxes imposed on any amounts payable under this paragraph, paid by such person, whether or not such Taxes or Other Taxes were correctly or legally asserted.  Such indemnification shall be paid within ten (10) days from the date on which any such person makes written demand therefore specifying in reasonable detail the nature and amount of such Taxes or Other Taxes.  Such written demand, as to the amount of such payment or liability delivered to the Corporation by the Holder, shall be conclusive absent manifest error.

ARTICLE 3.
INTEREST

3.1.

Interest

The Corporation shall pay interest on the Principal (“Interest”) commencing on the date hereof at a rate of eight percent (8%) per annum (the “Interest Rate”) calculated monthly and payable in arrears on the Maturity Date (an “Interest Payment Date”) until full and complete payment of this Debenture.  Whenever any amount is payable under this Debenture or any other Loan Document by the Corporation as interest or as a fee which requires the calculation of an amount using a percentage per annum, each party to this Debenture acknowledges and agrees that such amount shall be calculated as of the date payment is due without application of the “deemed reinvestment principle” or the “effective yield method”.  As an example, when interest is calculated and payable monthly, the rate of interest payable per month is 1/12 of the stated rate of interest per annum.   Interest on Interest accrued and unpaid when due shall bear Interest at the same rate as the Interest on which it is calculated, and shall be calculated and payable as provided for in Section 3.2. On the date of this Debenture, the Corporation shall prepay $1,333 towards interest.

Maximum Interest

Notwithstanding anything herein or in any Security Document to the contrary in the event that any provision of this Debenture or any other Security Document would oblige the Corporation to make any payment of interest or other amount payable to the Holder in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Holder of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other applicable law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the original date of this Debenture to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Holder of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:

(a) 

by reducing any fees or other amounts which would constitute interest for the purposes of section 347 of the Criminal Code (Canada) or any other applicable law; and

(b)

by reducing the amount or rate of Interest exigible under Article 3 of this Debenture.

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General

All interest shall be computed on the basis of a year of 365 days for the actual number of days, including the first day but excluding the last day, elapsed.

ARTICLE 4.
[INTENTIONALLY DELETED]

ARTICLE 5.
[INTENTIONALLY DELETED]

ARTICLE 6.
REPRESENTATIONS, WARRANTIES AND COVENANTS

Corporation’s Positive Covenants

The Corporation covenants and agrees that so long as this Debenture is outstanding:

(a)

Punctual Payment.  It will duly and punctually pay or cause to be paid all amounts payable by the Corporation to the Holder hereunder at the times and in the manner provided for herein;

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(b)

Use of Proceeds.  Principal amounts advanced under this Debenture shall be used for the following purposes:

(i)

to advance the Corporation’s core business plan;

(ii)

to enhance and expand the capabilities of the Corporation's current products to maintain the product leadership that the Corporation has in the industries that it addresses;

(iii)

to identify and pursue new business opportunities for the Corporation in the law enforcement and security space;

(iv)

to support the Corporation's development of new proprietary technology addressing the information integration needs of both the law enforcement and health care industries;

(v)

to support the integration of the Corporation's solutions with complementary “partner” products as a basis for expanding the scope and depth of the Corporation's product penetration; and 

(vi)

to support the Corporation's in-house development of the skills required to execute product development and to provide general working capital to support the expansion of the business;

(c)

Conduct of Business.  It will and will cause each of its Subsidiaries to do all things necessary or desirable to maintain and preserve its and their respective corporate existence in its and their respective jurisdictions of incorporation, maintain and preserve its and their respective corporate power and capacity to own its and their respective properties and assets, and carry on its and their respective businesses in a commercially reasonable manner, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, and it will forthwith advise the Holder in writing if any of its Subsidiaries acquires assets, starts to carry on an active business or proposes to provide a guarantee or any security to any Person;

(d)

Maintain Property and Assets.  It will maintain and cause each of its Subsidiaries to maintain all of its and their property and assets in good repair and working condition, consistent with the industry standards, reasonable wear and tear excepted, and continue to carry on its and their business as presently conducted and in compliance with all leases, licences, and permits and maintain its and their books and records in a manner consistent with good business practice and in accordance with GAAP and in a manner sufficient to permit the Holder to confirm compliance by the Corporation with the Corporation’s covenants hereunder;

(e)

Inspection.  It will, and will cause its Subsidiaries to, at any reasonable time and from time to time upon reasonable prior notice, permit the Holder or representatives thereof to conduct (i) inspections of the books and records of the Corporation and its Subsidiaries and to make copies thereof, and to discuss the affairs, finances and accounts of the Corporation and its Subsidiaries with the Auditors and officers of the Corporation, or (ii) business or enterprise valuations of the Corporation or its Subsidiaries at any time and from time to time in a manner so as to not unduly disrupt the business of Corporation or its Subsidiaries.  The Corporation agrees to pay  (A) $1,500 per day per examiner plus the examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, valuations, and field examinations up to a maximum aggregate amount of $7,500 per year; and (B) during the period that any Default or Event of Default has occurred and is continuing, the cost of all audits, appraisals and business valuations (including enterprise valuation appraisals) conducted by third party auditors or appraisers on behalf of the Holder;

(f)

Other Obligations.  It will pay or cause to be paid and cause each of its Subsidiaries to pay or cause to be paid when required all amounts related to taxes, wages, workers’ compensation obligations, government royalties or pension fund obligations and any other amount which may result in an Encumbrance against the assets of the Corporation or any of its Subsidiaries arising under any statute or regulation, other than a Permitted Encumbrance or to make adequate reserve for any such amount in accordance with GAAP, the payment of which is being contested in good

- xxiii -

faith by proper proceedings which stay the imposition of any penalty, fine or Encumbrance resulting from the non-payment thereof;

(g)

Additional Guaranties and Collateral Security.  Cause:

(i)

each Subsidiary of the Corporation (the “New Subsidiary”) to execute and deliver to the Holder promptly and in any event within 3 Business Days after the formation or acquisition thereof (A) a Guarantee guaranteeing the Obligations, (B) Security Documents, together with (x) if such New Subsidiary has any Subsidiaries, (I) certificates (if any) evidencing all of the Capital Stock of such Subsidiary owned by such New Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as the Holder may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if such New Subsidiary has a fee interest in any real property that would constitute After Acquired Property if it were acquired by the Corporation, one or more Mortgages creating on such real property a perfected, first priority Encumbrance on such real property, a Title Insurance Policy covering such real property, a current survey of such real property and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Holder, together with such other agreements, instruments and documents as the Holder may reasonably require whether comparable to the documents required under Section 6.1(u) or otherwise, and (D) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Holder in order to create, perfect, establish the first priority of or otherwise protect any Encumbrance purported to be covered by any such Security Document or Mortgage, or otherwise to effect the intent that such New Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such New Subsidiary shall become Collateral for the Obligations;

(ii)

the Loan Party that is the owner of the Capital Stock of such New Subsidiary to execute and deliver promptly and in any event within 3 Business Days after the formation or acquisition of such New Subsidiary a joinder to the Security Documents (if it is not already a party thereto), together with (A) certificates (if any) evidencing all of the Capital Stock of such New Subsidiary, (B) undated stock powers or other appropriate instruments or assignment executed in blank with signature guaranteed, (C) such opinions of counsel and such approving certificate of such New Subsidiary as the Holder may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (D) such other agreements, instruments, approvals, legal opinions, or other documents;

(h)

Compliance with Applicable Law and Contracts.  It will do or cause to be done and cause each of its Subsidiaries to do or cause to be done all acts necessary or desirable to comply with all applicable, federal, provincial and municipal laws, requirements, standards.  It will and will cause each of its Subsidiaries to comply with the requirements of all Material Contracts to which it and they respectively are parties or by which respectively it and they or its and their properties are bound, non-compliance with which would, singly or in the aggregate, have a Material Adverse Effect upon its or any one of its Subsidiaries’ respective business, property, financial condition or prospects;

(i)

Accounting Methods and Financial Records.  It will and will cause each of its Subsidiaries to maintain a system of accounting which is established and administered in accordance with GAAP, keep adequate records and books of account in which accurate and complete entries shall be made in accordance with GAAP reflecting all transactions required to be reflected by such accounting principles and keep accurate and complete records of any property owned by it and each of them, respectively;

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(j)

Reporting Requirements.  Furnish to the Holder:

(i)

as soon as available and in any event within 60 days after the end of each fiscal quarter of the Corporation, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Corporation and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Corporation and its Subsidiaries furnished to the Holder;

(ii)

as soon as available, and in any event within 120 days after the end of each Fiscal Year of the Corporation and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Corporation and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of the Auditors of the Corporation and satisfactory to the Holder;

(iii)

as soon as available, and in any event within 45 days after the end of each fiscal month of the Corporation and its Subsidiaries, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Holder;

(iv)

no later than 30 days after the commencement of each Fiscal Year, financial projections, supplementing and superseding the financial projections for the period referred to in Section 7(k)(ii) in the Subscription Agreement;

(v)

as soon as possible, and in any event within 3 Business Days of the date when any officer of the Corporation or any of its Subsidiaries obtains knowledge of the occurrence of any event or development that could reasonably be expected to result in a Material Adverse Effect, the written statement of an officer of the Corporation setting forth the details of such event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto;

(vi)

promptly after the commencement thereof but in any event not later than 5 Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, the Corporation or any of its Subsidiaries, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(vii)

promptly after the sending or filing thereof, copies of all statements, reports and other information the Corporation or any of its Subsidiaries sends to any holders of its Indebtedness or its securities or files with the TSXV or any national (domestic or foreign) securities exchange;

- xxv -

(viii)

promptly upon receipt thereof, copies of all financial reports (including management letters), if any, submitted to the Corporation or any of its Subsidiaries by its Auditors in connection with any annual or interim audit of the books thereof; and

(ix)

promptly upon request, such other information concerning the condition or operations, financial or otherwise, of the Corporation or any of its Subsidiaries as the Holder may from time to time may reasonably request;

(k)

Payment of Taxes and Claims.  It will and will cause each of its Subsidiaries to:

(i)

pay and discharge all lawful claims for labour, material and supplies;

(ii)

pay and discharge all obligations which may result in liens on its or their assets;

(iii)

pay and discharge all taxes payable by it and each of them, respectively; and

(iv)

withhold and collect all taxes required to be withheld and collected by it and each of them, respectively, and remit such taxes to the appropriate governmental body at the time and in the manner required or to make adequate reserve for any such amount in accordance with GAAP, the payment of which is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Encumbrance resulting from the non-payment thereof;

(l)

Notice of Event of Default.  It will, as soon as it shall become aware of the same, give notice to the Holder of any Default, Event of Default, or the occurrence or non-occurrence of any event which constitutes, or which with the passage of time or giving of notice or both would constitute, a material default under any other agreement to which it or any Subsidiary is a party or by which it or any Subsidiary or any of its or their properties may be bound, giving in each case the details thereof and specifying the action proposed to be taken with respect thereto, regarding the Corporation or any Subsidiary of the Corporation;

(m)

Insurance.  The Corporation shall maintain and cause its Subsidiaries to maintain insurance on its and their respective properties and assets and for the operation of its and their respective businesses in such amounts and against such risks as would be customarily obtained and maintained by a prudent owner of similar properties and assets operating a similar business (including without limitation appropriate liability insurance, including directors and officers liability and corporate reimbursement insurance (the “D&O Policy”) with responsible insurers in accordance with acceptable industry standards for coverage in the amount and on terms acceptable to the Holder, acting reasonably), and shall provide certified copies of such policies to the Holder upon request.  Such policies of insurance shall include coverage against loss or damage of its property and assets by fire and other hazards, and business interruption insurance.  All such insurance policies relating to such properties and assets of the Corporation shall name the Holder as loss payee as its interest may appear, with a loss payable and additional insured endorsement in favour of Holder as Holder shall require, and shall provide for not less than 30 days prior written notice to Holder of the exercise of any right of cancellation and copies thereof or certificates in respect of the coverage provided thereby shall be delivered to the Holder upon request.  The Corporation shall pay all premiums in respect of such insurance when due and shall promptly furnish the Holder upon request with receipts or other satisfactory evidence of the payment thereof.  As of the date hereof, none of the Corporation, its Subsidiaries or any officer or director thereof are aware of any outstanding or pending insurance claims involving the Corporation, its Subsidiaries or any officer or director thereof, or has reason to believe that any existing insurance policy will not be renewed on its renewal date, including but not limited to, the Corporation’s D&O Policy;

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(n)

Compliance with Securities Legislation and Matters.  The Corporation shall comply with the requirements of all applicable securities laws and the regulations thereunder and shall take no step with a view to, or which would result in, the Corporation ceasing to be a reporting issuer or its equivalent in good standing under the securities laws of the United States, Alberta and British Columbia or the regulations thereunder or under the securities laws of any other jurisdiction;

(o)

Maintain Listing.  The Corporation shall continuously maintain the listing of its Common Shares on the TSXV or upon such other stock exchange as may be acceptable to the Holder;

(p)

Secondary Offering.  If, at any time, the Corporation undertakes a treasury offering of shares by way of prospectus, the Holder may participate by way of a secondary offering of which the Holder may sell all or any of the Common Shares beneficially owned by the Holder, unless this right would, in the opinion of the financial advisor and/or underwriter retained by the Corporation to complete such transaction, materially prejudice the treasury offering;

(q)

Intellectual Property.  The Corporation shall and shall cause its Subsidiaries to: (i) as and to the extent considered by the Corporation to be appropriate in the Corporation’s good faith judgment, reasonably exercised, undertake reasonable acts to maintain and preserve the Patents and Intellectual Property and the rights under any Patent licenses, including, but not limited to, timely prosecution of all applications for the registration of same, defending administrative and legal challenges to their validity, filing of affidavits and declarations of use and incontestability, where applicable, and renewals and initiating opposition or cancellation proceedings or litigation against users of the same or confusingly similar marks who seriously threaten the validity or rights of the Corporation in its Patents and Intellectual Property; (ii) as and to the extent considered by the Corporation to be appropriate in the Corporation’s good faith judgment, reasonably exercised, have the duty (A) to prosecute diligently any patent application of the Patents and any trade mark or service mark application of the Trade Marks pending as of the date hereof or thereafter until termination of this Debenture, (B) to make application on the Corporation’s unpatented but patentable inventions and on the Corporation’s trade marks and service marks, as is appropriate in the Corporation’s good faith judgment, and (C) to use its best efforts to preserve and maintain all rights in patent applications of the Patents and in trade mark and service mark applications and trade mark and service mark registrations of the Trade Marks; and (iii) maintain the confidentiality and secrecy of all trade secrets included in the Patent collateral and will establish and maintain confidentiality protocols and procedures (including use of confidentiality agreements) customarily established and implemented by a prudent owner of similar properties and assets operating a similar business.  Any expenses incurred in connection with such applications shall be borne by the Corporation, including the timely payment of maintenance fees in the correct categories;

(r)

Obtaining of Permits, Etc.  Obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all material permits, licenses, authorizations, approvals, entitlements and accreditations which are necessary in the proper conduct of its business;

(s)

Landlord Collateral Access Agreements.  Use its reasonable commercial efforts to obtain written access agreements, in form and substance satisfactory to the Holder, providing access to Collateral located on any premises not owned by the Corporation or any of its Subsidiaries in order to remove such Collateral from such premises during an Event of Default;

(t)

Subordination. Cause all Indebtedness and other obligations now or hereafter owed by it to any of its Affiliates to be subordinated in right of payment and security to the Indebtedness and other Obligations owing to the Holder in accordance with a subordination agreement in form and substance satisfactory to the Holder;

(u)

After Acquired Property.  Upon the acquisition by it or any of its Subsidiaries of any After Acquired Property, immediately so notify the Holder, setting forth with specificity a description of

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the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property (for purposes of this Section, the “Current Value”).  The Holder shall notify the Corporation whether it intends to require a Mortgage and the other documents referred to below.  Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall immediately furnish to the Holder the following, each in form and substance satisfactory to the Holder:  (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Holder, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Holder thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Holder and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Holder, and (v) such other documents or instruments (including guarantees and opinions of counsel) as the Holder may reasonably require.  The Corporation shall pay all fees and expenses, including reasonable attorneys fees and expenses, and all title insurance charges and premiums, in connection with the Corporation’s obligations under this Section 6.1(u);

(v)

Fiscal Year.  Cause the Fiscal Year of the Corporation and its Subsidiaries to end on December 31st of each calendar year unless the Holder consents to a change in such fiscal year of Corporation and its Subsidiaries (and appropriate related changes to this Debenture);

(w)

Environmental.  (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Holder any documentation of such compliance which the Holder may reasonably request; (iii) provide the Holder written notice within 5 days of any Release of a Hazardous Substance in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to abate said Release; (iv) promptly provide the Holder with written notice within 10 days of the receipt of any of the following:  (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (v) defend, indemnify and hold harmless the Holder and its transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Substances on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substances, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Substances, (D) any violation of any Environmental Law or (E) any Environmental Action filed against the Holder;

(x)

Public Offering. The Corporation shall, and shall cause its Subsidiaries to, provide any required or requested information to the Holder and its Affiliates and cooperate with the Holder and its Affiliates in the preparation of any offering documents for the Holder and/or its Affiliates from time to time and the listing of any of their securities on any stock exchange from time to time;

(y)

Board Nominees.  The Corporation shall:

(i)

maintain capacity on the Board for the Quorum Nominee unless filled by the Quorum Nominee from time to time;

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(ii)

upon the written request of the Holder and/or the holder of the Other Quorum Debentures to the Corporation and with the consent of the Quorum Nominee, and subject to corporate governance rules and policies under applicable securities laws, propose the Quorum Nominee for nomination for election to the Board (and, if applicable, solicit proxies for such election) at the earliest of: (i) any meeting of shareholders electing directors; and (ii) the next scheduled Board meeting; provided that if no such meeting is scheduled to occur within five (5) days of such request, the Board will meet and appoint the Quorum Nominee to the Board prior to the expiration of such five (5) days; and

(iii)

within five (5) days of the Quorum Nominee leaving the Board, facilitate the appointment of a replacement Quorum Nominee designated by the Holder and/or the holder of the Other Quorum Debentures to the Board and each committee thereof for at least as long as the Obligations or any part of them remaining outstanding;

(z)

Delivery of Post-Closing Documents.  The Corporation shall deliver the following duly executed documents to the Holder for receipt by the Holder by no later than 5:00 p.m. (Toronto time) on October 19, 2007:

(i)

guarantees issued by Sunaptic Solutions Incorporated (“Sunaptic”) in favour of the Holder and the holder of the Other Quorum Debentures, substantially in the form provided by the Holder;

(ii)

security agreements issued by Sunaptic in favour of the Holder and the holder of the Other Quorum Debentures, substantially in the form provided by the Holder;

(iii)

legal opinion from counsel to Sunaptic, substantially in the form previously provided to the Holder; and

Performance by the Secured Party

In the event that the Corporation fails to perform any obligations under this Debenture, including keeping the Collateral free and clear of all Encumbrances, other than Permitted Encumbrances, the Holder may, at its option and without being under any obligation to do so, perform such obligations and the Corporation shall pay to the Holder, immediately upon demand, all costs and expenses (including, without limitation, legal fees on a solicitor-client basis) incurred by the Holder in connection therewith and all such costs and expenses shall form part of the Obligations, bear interest at the Interest Rate, both before and after demand and judgment from the date incurred by the Holder and shall be secured by the Security Interest. The performance by the Holder of any obligation of the Corporation hereunder or the curing of any Event of Default by the Holder shall not constitute a waiver by the Holder of any of its rights, remedies or privileges hereunder or relieve the Corporation from its default or any consequences thereof.

No Set-Off

The Obligations shall be paid by the Corporation without regard to any equities between the Corporation and the Holder or any right of set-off or cross-claim that the Corporation may have against the Holder.

ARTICLE 8.
SECURITY

Severability

If any covenant or obligation of any party contained herein, or if any provision of this Debenture or its application to any Person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Debenture or the application of such covenant or obligation to Persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected, and each provision and each covenant and obligation contained in this Debenture shall be separately valid and enforceable, to the fullest extent permitted by law or at equity.

Further Assurances

The Corporation shall promptly cure any default by it in the execution and delivery of this Debenture or of any of the other agreements provided for hereunder to which it is a party. The Corporation, at its expense, shall promptly execute and deliver or cause to be executed and delivered to the Holder, upon request by the Holder, all such other and further documents, agreements, opinions, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of the Corporation hereunder or more fully to state the obligations of the Corporation set out herein or under any other document related hereto or to make any recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith.  The Corporation hereby irrevocably constitutes and appoints any officer for the time being of the Holder and each Receiver, the true and lawful attorney of the Corporation, at any time that an Event of Default shall have occurred and be continuing, with full power of substitution to execute and deliver all such agreements, instruments and documents and to do all such further acts and things with the right to use the name of the Corporation whenever and wherever it may be deemed necessary or expedient.

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Judgment Currency

(a)

If for the purpose of obtaining or enforcing judgment against the Corporation in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9.9 referred to as the “Judgment Currency”) an amount due in US dollars under this Debenture, the conversion shall be made at the exchange rate prevailing on the Business Day immediately preceding:

(i)

the date actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date: or

(ii)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 9.9(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 9.9(a)(ii) above, there is a change in the exchange rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the exchange rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the exchange rate prevailing on the Judgment Conversion Date.

(c)

Any amount due from the Corporation under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Debenture.