<PAGE>
                                                                   EXHIBIT 4.6

ALL PAYMENTS UNDER THIS SUBORDINATED SECURED CONVERTIBLE DEBENTURE ARE
SUBORDINATED TO CERTAIN SENIOR INDEBTEDNESS PURSUANT TO THE TERMS AND CONDITIONS
OF THE SUBORDINATION AGREEMENT REFERRED TO BELOW (AS FROM TIME TO TIME AMENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED).

NEITHER THIS DEBENTURE NOR THE COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR
TRANSFERRED EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT THAT HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES,
OR (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT BUT ONLY UPON THE COMPANY FIRST HAVING OBTAINED THE WRITTEN OPINION OF
COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY,
THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF
THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES
LAWS.

                            TERREMARK WORLDWIDE, INC.

                     10.0% SUBORDINATED SECURED CONVERTIBLE
                          DEBENTURE DUE APRIL 30, 2006

         This SUBORDINATED SECURED CONVERTIBLE DEBENTURE (this "Debenture"), is
made and entered into as of the later of the dates set forth on the execution
page below, by and between Terremark Worldwide, Inc., a Delaware corporation
(the "Company"), and the investor or investors as set forth on the execution
page below, or their registered assigns as recorded in the Company's books (the
"Investor"). This Debenture is one of an aggregate of up to $25,000,000
principal amount of 10.0% Subordinated Secured Convertible Debentures due April
30, 2006(the "Debentures") issued by the Company.

                                    RECITALS:

         A. The Company desires to obtain financing for its capital needs
through the issue and sale of debentures convertible into shares of the
Company's common stock, par value $.001 (the "Common Stock").

         B. The Company desires to sell and the Investor desires to buy this
Debenture.

         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants, representations, warranties and agreements set forth herein, and for
the purpose of defining the terms and provisions of this Debenture, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto intending to be legally bound do hereby
agree as follows:



<PAGE>

         1. PRINCIPAL AND INTEREST. The Company will pay the principal amount
set forth on the execution page below (the "Principal") on April 30, 2006 (the
"Principal Payment Date") to the Investor, or successor thereof, registered on
the books of the Company (the "Holder"), as of the close of business on (i) the
date immediately preceding the Principal Payment Date or, in the alternative,
(ii) the date immediately preceding the Principal Payment Date that in the State
of Florida is not a holiday and a day on which banks are authorized to close
(the "Principal Record Date").

         This Debenture will bear interest at the rate of 10.0% per annum (the
"Interest"), which will be paid quarterly on July 31, October 31, January 31 and
April 30 of each year, beginning on July 31, 2003 and on the Principal Payment
Date, until the outstanding principal amount of this Debenture has been paid in
full (individually, an "Interest Payment Date," collectively, the "Interest
Payment Dates," and the Interest Payment Dates together with the Principal
Payment Date, the "Payment Dates") to the Holder as of the close of business on
(i) the date immediately preceding the Interest Payment Date, or, in the
alternative, (ii) the date immediately preceding the Interest Payment Date which
in the State of Florida is a Business Day (as hereafter defined) if the date
specified in (i) is not a Business Day (collectively, the "Interest Record
Dates"). Interest shall be computed on the basis of a 360-day year of twelve
30-day months. For the purposes hereof, the term "Business Day" shall mean any
day which is not a Saturday, Sunday or day on that banks in the State of Florida
are authorized or obligated by law, executive order or governmental decree to be
closed.

         2. METHOD OF PAYMENT. The Company will pay Principal and Interest (i)
in money of the United States that at the time of payment is legal tender for
payment of public and private debts or (ii) by its check payable in such money
delivered to the Holder's registered address as reflected in the Company's
books. If the Payment Dates are other than Business Days, payment may be made on
the next succeeding day that is a Business Day and no interest shall accrue for
the intervening period.

         3. CONVERSION.

                  (a) The Holder shall have the right, from time to time at any
time after May 1, 2004 and prior to the payment of the outstanding principal of
this Debenture, or redemption of this Debenture, to convert the entire unpaid
principal amount of this Debenture together with accrued but unpaid interest (or
any portion of such amounts that is $1,000,000 or an integral multiple thereof
or such lesser amount as may be the entire original Debenture issued to such
Holder), into that number of fully paid and non-assessable shares of Common
Stock equal to the aggregate principal amount of (and accrued but unpaid
interest on) this Debenture being converted, as of the Date of Conversion (as
defined below), divided by the Conversion Price set forth below. Upon any such
conversion, the Company shall pay to the Holder all accrued and unpaid interest
on the principal amount of this Debenture so converted to the extent such
interest is not converted.

                  (b) In order to convert this Debenture, the accrued but unpaid
interest hereon or a portion thereof, into shares of Common Stock, the Holder
must telecopy or otherwise deliver prior to 5:00 p.m., Eastern Time, on any
Business Day, a copy of the fully executed notice of conversion in the form
attached hereto as Exhibit A (the "Notice of Conversion") to the Company at its
principal office, which notice shall specify the amount to be converted on the




                                       2
<PAGE>

date the Notice of Conversion is delivered to the Company (the "Date of
Conversion") together with a copy of the Schedule of Conversion in the form
attached hereto as Exhibit B, duly completed as appropriate. No fractional
shares of Common Stock shall be issued upon conversion. In lieu of any
fractional share to which the Holder would otherwise be entitled, the Company
shall pay cash to such Holder based on the closing price of the Common Stock on
the last trading day prior to the Date of Conversion.

                  (c) The Company shall issue and deliver, within 15 Business
Days after delivery to the Company of the Notice of Conversion to the Holder or
to the nominee of such Holder, at the address of the Holder on the books of the
Company or as otherwise directed by such Holder, a certificate or certificates
for the number of shares of Common Stock to which the Holder shall be entitled
as aforesaid. The person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of the Date of
Conversion.

                  (d) The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of the principal amount of this Debenture and all interest that would
accrue thereon through the Principal Payment Date; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect such conversion, the Company shall take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

                  (e) Following any conversion, the principal amount of this
Debenture shall be reduced by an amount equal to the portion so converted.
Appropriate adjustments shall be made on the records of the Company.

                  (f) The conversion price per share of Common Stock shall be
equal to $0.50 (the "Conversion Price") with respect to this Debenture, subject
to adjustment from time to time, pursuant to the following provisions: In case
(i) the outstanding shares of the Common Stock shall be subdivided into a
greater number of shares, (ii) a dividend or other distribution in Common Stock
shall be paid in respect of Common Stock, (iii) the outstanding shares of Common
Stock shall be combined into a smaller number of shares thereof, or (iv) any
shares of the Company's capital stock are issued by reclassification of the
Common Stock (including any reclassification upon a consolidation or merger in
which the Company is the continuing corporation), the Conversion Price in effect
immediately prior to such subdivision, combination or reclassification or at the
record date of such dividend or distribution shall, simultaneously with the
effectiveness of such subdivision, combination or reclassification or
immediately after the record date of such dividend or distribution, be
proportionately adjusted to equal the product obtained by multiplying the
Conversion Price by a fraction, the numerator of which is the number of
outstanding shares of Common Stock (on a fully diluted basis) prior to such
combination, subdivision, reclassification or dividend, and the denominator of
which is that number of outstanding shares of Common Stock (on a fully diluted
basis) after giving effect to such combination, subdivision, reclassification or
dividend.




                                       3
<PAGE>

         For purposes of this Debenture, "on a fully diluted basis" means that
all outstanding options or rights to subscribe for shares of Common Stock and
all securities convertible into or exchangeable for shares of Common Stock (such
options, rights and securities are collectively referred to herein as
"Convertible Securities") and all options or rights to acquire Convertible
Securities have been exercised, converted or exchanged.

                  (g) If, prior to the conversion of the entire principal amount
of this Debenture, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, sale of all or substantially all of the
Company's assets, or other similar event, as a result of which shares of Common
Stock of the Company shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Company or another entity, or other property, then the Holder shall thereafter
have the right to purchase and receive upon conversion of this Debenture (or the
conversion of the accrued and unpaid interest hereon), upon the basis and upon
the terms and conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore issuable upon conversion, such shares of stock,
securities and/or other property as may be issued or payable with respect to or
in exchange for the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the conversion of this Debenture held by such
Holder had such merger, consolidation, exchange of shares, recapitalization,
sale of all or substantially all of the assets or reorganization not taken
place, and in any such case appropriate provisions shall be made with respect to
the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion
Price and of the number of shares issuable upon conversion) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock
or securities thereafter deliverable upon the exercise hereof.

                  (h) No adjustment of the Conversion Price shall be made in an
amount less than $.05 per share. Upon any adjustment of the Conversion Price,
then and in each case the Company shall give written notice thereof to the
Holder at the address of such Holder as shown on the books of the Company, which
notice shall state the Conversion Price resulting from such adjustment, setting
forth in reasonable detail the methods of calculation and the facts upon which
such calculation is based.

                  (i) The Company will use its commercially reasonable efforts
to register and list the shares of Common Stock issued upon conversion as more
fully set forth in the Subscription Agreement pursuant to which this Debenture
was issued. Notwithstanding the foregoing, no transfer of the Common Stock
issuable upon conversion pursuant to this Section 3 shall be permitted prior to
May 1, 2004. For the purposes of this Debenture, the term "Transfer" shall
include any direct or indirect sale, assignment, pledge, encumbrance or other
granting of an interest in the shares of Common Stock.

         4. PAYING AGENT AND REGISTRAR. The Company shall act as authenticating
agent, paying agent, and registrar. The Company may, without notice, engage a
third party to act as authenticating agent, paying agent, or registrar.

         5. SUBSCRIPTION AGREEMENT. The Company has issued this Debenture in
connection with that certain Subscription Agreement dated as of the later of the
dates set forth on the execution page below between the Company and the Investor
(the "Subscription Agreement"). This Debenture is subject to all the terms of



                                       4
<PAGE>

the Subscription Agreement. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of Subscription Agreement and the
Debenture, the terms of the Subscription Agreement shall control. Pursuant to
the Subscription Agreement and by its purchase and acceptance of this Debenture,
each Holder has appointed The Bank of New York Trust Company of Florida, N.A. as
Collateral Agent (the "Collateral Agent"), to act on behalf of the Holders as
more fully set forth in the Collateral Agent Agreement, dated as of the date
hereof (the "Collateral Agent Agreement"), between the Company and the
Collateral Agent, the terms of which are incorporated herein by reference.

         6. SUBORDINATION. The indebtedness evidenced hereby and any and all
modifications, restatements, refinancings and renewals hereof are subordinated
to certain indebtedness of the Company to Ocean Bank pursuant to that certain
Subordination Agreement, dated as of April 30, 2003 (such agreement, as amended
from time to time, the "Subordination Agreement"), among Ocean Bank and The Bank
of New York Trust Company of Florida, N.A., as Collateral Agent for the benefit
of and on behalf of the holders of the Debentures. The holder of this Debenture
will be subject to the terms and conditions of the Subordination Agreement, as
more fully set forth in the Subscription Agreement.

         7. SECURITY. This Debenture and the amounts payable hereunder,
including principal and accrued interest, is secured by that certain Second
Leasehold Mortgage and Security Agreement, Assignment of Leases and Rents and
Fixture Filing between NAP of the Americas, Inc., a Florida corporation and the
Company's wholly-owned subsidiary ("NAPA"), and the Collateral Agent, on behalf
of the holders of the Debentures, dated as of the date hereof ("Mortgage"), to
which reference is hereby made for a description of the collateral provided
thereby and the rights of the Company and the Holder with respect to such
collateral. The parties acknowledge that this Debenture shall be a negotiable
instrument with the meaning of and as contemplated by the Uniform Commercial
Code as enacted by the State of Florida.

         8. REDEMPTION. The entire Principal amount of this Debenture (or any
portion that is $3,000,000 or an integral multiple thereof) will be redeemable,
at the Company's option, at any time or from time to time (the "Redemption
Date") after May 1, 2004 by giving not less than 15 nor more than 60 days' prior
notice by overnight courier to the Holder's last address as it appears the books
of the Company, and by delivering the amount of Principal the Company wishes to
redeem plus accrued and unpaid Interest thereon, if any, calculated on a pro
rata basis up to the Redemption Date on the Redemption Date, in the manner
described in Section 2, Method of Payment. On and after the Redemption Date,
interest shall cease to accrue on the Principal redeemed, unless the Company
defaults in the payment of the Redemption Price. Notwithstanding the giving of
notice by the Company pursuant to this Section 8, the Holder shall have the
right to convert this Debenture by giving notice to the Company pursuant to
Section 3. Such notice must be given no later than 10 days after its receipt of
the notice of redemption.

         9. DENOMINATIONS; TRANSFER; EXCHANGE. The Investor may register the
transfer or exchange of the Debenture by submitting to the registrar of the
Company (the "Registrar") the following completed documents: (i) the Assignment
Form attached as Exhibit C and (ii) the Letter Regarding Transfer attached as
Exhibit D. The Registrar may require the Investor, among other things, to



                                       5
<PAGE>

furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Subscription Agreement. The Registrar
need not register the transfer, or exchange the Debenture, if the Debenture is
selected for redemption.

         10. PERSONS DEEMED OWNERS. The Holder shall be treated as the owner of
the Debenture for all purposes in accordance with the Collateral Agent
Agreement.

         11. AMENDMENT; SUPPLEMENT; WAIVER. The Debenture may be amended or
supplemented with the consent of the Holder and any existing default or
compliance with any provision may be waived with the consent of the Holder.

         12. DEFAULTS AND REMEDIES. Upon the occurrence of and during the
continuation of any of the events described in clauses (a) through (e) below,
the Collateral Agent will promptly notify in writing the Holders of the
Debentures. Upon the written direction of holders of a majority of the
outstanding principal amount of the Debentures (the "Required Holders"), the
Collateral Agent shall declare the occurrence and continuation of such event to
constitute an "Event of Default." Such Event of Default shall cease immediately
upon the cessation of the event described in clauses (a) through (e) below on
which such Event of Default was based:

                  (a) the Company's default, which continues for a period of at
least 15 days, in the payment of Principal under, or Interest on, this Debenture
when the same becomes due and payable upon redemption or otherwise;

                  (b) the breach by the Company or NAPA of any covenant or
agreement in this Debenture, the Second Mortgage or any other Loan Document, as
defined in the Second Mortgage (other than a breach described in clause (a)
above), and such breach continues for a period of 30 consecutive days after
written notice to the Company by the Collateral Agent, provided, that if such
breach is not curable within 30 days, then such period shall be extended for an
additional 60 consecutive days so long as the Company is diligently attempting
to cure such breach;

                  (c) any final judgment or order against the Company (not
covered by insurance) for the payment of money in excess of $1,000,000 in the
aggregate for all such final judgments or orders (treating any deductibles,
self-insurance or retention as not so covered) and which is not paid or
discharged, or if there shall be any period of 60 consecutive days following the
entry of a final judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged against the
Company to exceed $1,000,000, and for which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;

                  (d) a court having jurisdiction in the premises enters a
decree or order for (i) relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (ii) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company for all or
substantially all of the property and assets of the Company or (iii) the winding
up or liquidation of the affairs of the Company and, in each case, such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or



                                       6
<PAGE>


                  (e) the Company (i) commences a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order of relief in an involuntary case
under any such law, (ii) consents to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or for all or substantially all of the property and
assets of the Company or (iii) effects any general assignment for the benefit of
creditors.

         At any time upon the occurrence and during the continuation of an Event
of Default, the Required Holders may direct the Collateral Agent in writing to
declare the outstanding Principal and the accrued and unpaid Interest, if any,
on all Debentures, including this Debenture, to be immediately due and payable:
The Holder may not enforce the Subscription Agreement or the Debenture, except
as provided in said documents. This Debenture shall be governed by the laws of
the State of Florida.

         13. NOTICES. All notices by the Company to the Holder hereunder shall
be in writing and shall be deemed to have been given (i) when delivered
personally, (ii) when received via facsimile if on a business day during
customary business hours (otherwise, on the next business day), (iii) three (3)
days after being deposited in the United States mail, registered, postage
prepaid, or (iv) the next business day after being delivered to a nationally
recognized overnight courier.




                                       7
<PAGE>


         IN WITNESS WHEREOF, the undersigned has executed this Debenture in the
principal amount and on the date set forth below:

                                         ISSUER:
                                         TERREMARK WORLDWIDE, INC.

                                         By:
                                            ----------------------------------
                                         Print Name:
                                                   ---------------------------
                                         Title:
                                               -------------------------------
NAME AND ADDRESS OF INVESTOR:
                                         Debenture No.
                                                      ----------
-------------------------------

-------------------------------

-------------------------------
                                         $
Debenture Principal Amount                -------------------
Date of Issuance:                        April 30, 2003
Conversion Price:                        $0.50 per share




                                       8
<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION



Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, FL 33133
Attention: _________________

         The undersigned irrevocably elects to convert $___________ of the
principal amount of, and accrued but unpaid interest on, the 10.0% Subordinated
Secured Convertible Debenture due April 30, 2006 (the "Debenture") into ________
_________ shares of Common Stock (the "Common Stock") of Terremark Worldwide,
Inc. (the "Company") according to the conditions set forth in the Debenture as
of the date written below. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto. No fee will be charged to the Holder for any conversion,
except for transfer taxes, if any.

         The undersigned represents and warrants that all offers and sales by
the undersigned of the shares of Common Stock issuable upon conversion shall be
made pursuant to the registration of such shares of Common Stock under the
Securities Act of 1933, as amended, or pursuant to an exemption from
registration under such Act.

           Date of conversion:
                                    -----------------------------
           Signature:
                                    -----------------------------
           Name:
                                    -----------------------------
           Address:
                                    -----------------------------

                                    -----------------------------

                                    -----------------------------



                                   Exhibit A-1

<PAGE>




                                    EXHIBIT B

                             SCHEDULE OF CONVERSION

         The following exchanges of a part of this Debenture for shares of
Common Stock have been made:

<TABLE>
<CAPTION>

                             AMOUNT OF DECREASE IN      PRINCIPAL AMOUNT OF THIS
                           PRINCIPAL AMOUNT OF THIS     DEBENTURE FOLLOWING SUCH        ACCRUED BUT UNPAID
DATE OF CONVERSION                 DEBENTURE                   CONVERSION               INTEREST CONVERSION
------------------         ------------------------     ------------------------        -------------------
<S>                        <C>                          <C>                               <C>


</TABLE>




                                  Schedule B-1
<PAGE>




                                    EXHIBIT C

                                 ASSIGNMENT FORM



Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, FL 33133
Attention: _________________


         To assign the Debenture, fill in the form below:

         (I) or (We) assign and transfer the Debenture to:

         (Insert Assignee's Soc. Sec. Or Tax I.D. No.)







         (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer the Debenture on the books of the Company. The agent may substitute
another to act for him/her.

Date:                    Your Signature:
     --------------                       -------------------------------------
                         (Sign exactly as your name appears on the other side
                         of the Debenture)


Signature Guarantee:
                         ------------------------------------------------------
                         Participant in a recognized Signature Guarantee
                         Medallion Program (or other signature guarantor program
                         reasonably acceptable to the Registrar).


                                   Exhibit C-1

<PAGE>




                                    EXHIBIT D

                           LETTER REGARDING TRANSFERS



                                                             -------------, ----




Terremark Worldwide, Inc.
2601 S. Bayshore Drive
Miami, FL 33133 Attention: _________________

         Re:      Terremark Worldwide, Inc.
                  10.0% Subordinated Secured Convertible Debenture
                  Due April 30, 2006

Ladies and Gentlemen:

         In connection with our proposed purchase of the 10.0% Subordinated
Secured Convertible Debenture due April 30, 2006 (the "Debenture") dated as of
the later of the dates set forth on the execution page between Terremark
Worldwide, Inc. (the "Company") and the investor named on the execution page of
the Debenture (the "Investor"), we confirm that:

         1. We understand that any subsequent transfer of the Debenture is
subject to certain restrictions and conditions set forth in the Subscription
Agreement dated as of the later of the dates set forth on the execution page of
the Debenture between the Company and the Investor (the "Subscription
Agreement") and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Debenture except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

         2. We understand that the offer and sale of the Debenture has not been
registered under the Securities Act, and that the Debenture may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that we will not resell or otherwise transfer the Debenture except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and we further agree to provide
to any person to whom the Debenture is transferred a notice advising such
transferee that resales of the Debenture are restricted as stated herein.

         3. We understand that, on any proposed resale of the Debenture, we will
be required to furnish to the Company, such certifications, legal opinions and
other information as the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We acknowledge that the



                                   Exhibit D-1


<PAGE>
Company will rely upon the truth and accuracy of such information. We further
understand that the Debenture purchased by us will bear a legend to the
foregoing effect.

         4. We are an "accredited investor" as defined in Rule 501 of Regulation
D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our
investment in the Securities, and we and any accounts for which we are acting
are each able to bear the economic risk of our or their investment, as the case
may be.

         5. We are acquiring the Debenture purchased by us for our account or
for one or more accounts (each of which is an "accredited investor") as to each
of which we exercise sole investment discretion. We are not acquiring the
Debenture with a view toward distribution thereof in a transaction that would
violate the Securities Act or the securities laws of any State of the United
States or any other applicable jurisdiction.

         6. We acknowledge that the Debenture is subject to the terms and
conditions of a certain Subordination Agreement dated as of April 30, 2003 by
and between Ocean Bank and The Bank of New York Trust Company of Florida, N.A.,
as Collateral Agent (such agreement, as amended from time to time, the
"Subordination Agreement"). We hereby agree to be bound by and to comply with
the terms of the Subordination Agreement. We acknowledge and agree that Ocean
Bank shall be a third party beneficiary of this paragraph.

         The Company is entitled to rely upon this letter and is irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                                     Very truly yours,


                                                     By:
                                                        -----------------------
                                                     Name:
                                                         ----------------------
                                                     Title:
                                                          ---------------------


                                   Exhibit D-2