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                                                                   EXHIBIT 10.12

                                    DEBENTURE

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ISSUANCE DATE                               DECEMBER   , 1999
CONVERTIBLE DEBENTURE DUE                   DECEMBER   , 2004
AMOUNT                                      $ 5,000,000.00
NUMBER                                      NOV-1999-101

        FOR VALUE RECEIVED, INTEGRATED COMMUNICATION NETWORKS, INC., a Nevada
corporation (the "Company"), hereby promises to pay REBECCA LLC or registered
assigns (the "Holder") on December __, 2004, (the "Maturity Date"), the
principal amount of Five Million Dollars ($5,000,000) U.S., and to pay interest
on the principal amount hereof, in such amounts, at such times and on such terms
and conditions as are specified herein.

Article 1. Interest

        The Company shall pay interest on the unpaid principal amount of this
Debenture (the "Debenture") at the time of each conversion at the rate of Four
Percent (4%) per annum, payable in arrears at the time of each conversion, in
cash or in common stock of the Company, $.01 par value per share (the "Common
Stock"), at the Company's option, until the principal amount hereof is paid in
full or has been converted. If paid in Common Stock, the number of shares of the
Company's Common Stock to be received shall be determined pursuant to Section
4(d) hereof. If the Interest is to be paid in cash, the Company shall make such
payment within 5 business days of the conversion payment date. If the interest
is to be paid in Common Stock, said Common Stock shall be delivered to the
Holder, or per Holder's instructions, within 10 business days of the conversion
date. The Debentures are subject to automatic conversion at the end of sixty
(60) months from the date of issuance at which time all Debentures outstanding
will be automatically converted based upon the formula set forth in Section 3.2.
The closing shall be deemed to have occurred on the date the "Purchase Price",
as defined in the Subscription Agreement entered into between the Company and
Holder (the "Subscription Agreement"), less fees and expenses payable by the
Company, is wired to the Company (the "Closing Date").

Article 2. Method of Payment

        This Debenture must be surrendered to the Company in order for the
Holder to receive payment of the principal amount hereof. The Company shall have
the option of paying the interest on this Debenture in United States dollars or
in common stock upon conversion pursuant to Article 1 hereof. The Company may
draw a check for the payment of interest to the order of the Holder of this
Debenture and mail it to the Holder's address as shown on the Register (as
defined in Section 7.2 below). Interest and principal payments shall be subject
to withholding under applicable United States Federal Internal Revenue Service
Regulations.

Article 3.  Conversion

        Section 3.1.  Conversion Privilege

        (a) The Holder of this Debenture shall have the right, at its option, to
convert it into shares of Common Stock at any time commencing April 1, 2000 and
which is before the close of business on the Maturity Date, except as set forth
in Section 3.1(c) below. The number of shares of Common Stock

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issuable upon the conversion of this Debenture is determined pursuant to Section
3.2 and rounding the result to the nearest whole share.

        (b) Less than all of the principal amount of this Debenture may be
converted into Common Stock if the portion converted is $5,000 or a whole
multiple of $5,000 and the provisions of this Article 3 that apply to the
conversion of all of the Debenture shall also apply to the conversion of a
portion of it. This Debenture may not be converted, whether in whole or in part,
except in accordance with Article 3.

        (c) In the event all or any portion of this Debenture remains
outstanding on the fifth anniversary of the date hereof, the unconverted portion
of such Debenture will automatically be converted into shares of Common Stock on
such date in the manner set forth in Section 3.2.

        Section 3.2.  Conversion Procedure.

        (a) Debentures. Upon the Company's receipt of a facsimile or original of
Holder's duly completed and signed Notice of Conversion (a copy of which is
attached hereto as Exhibit A), the Company shall instruct its transfer agent to
issue one or more Certificates representing that number of shares of Common
Stock into which the Debentures are convertible in accordance with the
provisions regarding conversion. The Company's transfer agent or attorney shall
act as Registrar and shall maintain an appropriate ledger containing the
necessary information with respect to each Debenture.

        (b) Conversion Date. Such conversion shall be effectuated by
surrendering to the Company, or its attorney, the Debentures to be converted
together with a facsimile or original of the signed Notice of Conversion. The
date on which the Notice of Conversion is effective ("Conversion Date") shall be
deemed to be the date on which the Holder has delivered to the Company a
facsimile or original of the signed Notice of Conversion, as long as the
original Debentures to be converted are received by the Company or its
designated attorney within 3 business days thereafter. As long as the Debentures
to be converted are received by the Company within 3 business days after it
receives a facsimile or original of the signed Notice of Conversion, the Company
shall deliver to the Holder, or per the Holder's instructions, the shares of
Common Stock, with, unless as otherwise provided in the Subscription Agreement,
restrictive legends as set forth in the Subscription Agreement within 5 business
days of receipt of the Debentures to be converted.

        (c) Common Stock to be Issued. Upon the conversion of any Debentures and
upon receipt by the Company or its attorney of a facsimile or original of
Holder's signed Notice of Conversion, Company shall instruct Company's transfer
agent to issue Stock Certificates with restrictive legends as set forth in the
Subscription Agreement, unless as otherwise provided in the Subscription
Agreement, in the name of Holder (or its nominee) and in such denominations to
be specified at conversion representing the number of shares of Common Stock
issuable upon such conversion, as applicable. Company warrants that no
instructions, other than these instructions, have been given or will be given to
the transfer agent and that the Common Stock shall otherwise be freely
transferable on the books and records of Company.

        (d) Conversion Rate. Anytime commencing with April 1, 2000, Holder is
entitled to convert this Debenture, plus accrued interest, into Common Stock of
the Company at the lesser of (i) 80% of the averaged three lowest closing bid
prices, as reported by Bloomberg, LP, for the Company's Common Stock for the
twenty (20) trading days immediately preceding the Conversion Date or (ii)
$10.00 (each being referred to as the "Conversion Price"). Anytime after the
Closing Date, the first trading date, if any, when the closing bid price of the
Company's Common Stock is equal to or less than $6.00 as reported by Bloomberg,
shall be referred to as the "Soft Floor Date," and the Holder agrees that it
shall not convert any Debentures for the nine (9) trading days following, but
not including, the "Soft Floor Date, even if the closing bid price is above
$6.00 during that time. The Holder may again convert Debentures on the tenth
(10th) trading day following, but not including, the Soft Floor Date, and no
further restrictions will be imposed on conversions in the event the closing bid
price is equal to or below $6.00 anytime after the tenth (10th) trading day
following the Soft Floor Date, except as required by subsection 3.2(k) hereof.
No fractional shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded up or down, as
the case may be, to the nearest whole share.

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            Mandatory Conversion Date. The Debentures are subject to mandatory
conversion sixty (60) months after issuance, at which time all Debentures
outstanding will be automatically converted, upon the terms set forth in this
section.

        (e) Nothing contained in this Subscription Agreement shall be deemed to
establish or require the payment of interest to the Holder at a rate in excess
of the maximum rate permitted by governing law. In the event that the rate of
interest required to be paid exceeds the maximum rate permitted by governing
law, the rate of interest required to be paid thereunder shall be automatically
reduced to the maximum rate permitted under the governing law and such excess
shall be returned with reasonable promptness by the Holder to the Company.

        (f) It shall be the Company's responsibility to take all necessary
actions and to bear all such costs to issue certificates for the Common Stock as
provided herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the conversion date. Upon surrender of any
Debentures that are to be converted in part, the Company shall issue to the
Holder new Debentures representing the unconverted amount, if so requested by
Holder.

        (g) In the event the Common Stock is not delivered (with legends if
before the effective date of the registration statement covering this Debenture
and without legends if after the effective date of the registration statement
covering this Debenture) per the written instructions of the Holder, within
eight (8) business days after, but not including, the Conversion Date and
delivery of the Debentures to be converted (unless such delay is caused by
operation of law) then in such event the Company shall pay to Holder one-half
percent (0.5%), in cash, of the dollar value of the Debentures being converted
per each business day following the eighth (8th) business day after the
Conversion Date and delivery of the Debentures to be converted that the Common
Stock is not delivered up to and including the eighteenth (18th) business day
following the Conversion Date and delivery of the Debentures to be converted
that the Common Stock is not delivered. In the event the Common Stock is not
delivered per the written instructions of the Holder, within eighteen (18)
business days after, but not including, the Conversion Date and delivery of the
Debentures to be converted (unless such delay is caused by operation of law)
then in such event the Company shall pay to Holder one percent (1%), in cash, of
the dollar value of the Debentures being converted per each business day
following the eighteenth (18th) business day after the Conversion Date and
delivery of the Debentures to be converted that the Common Stock is not
delivered. Notwithstanding the foregoing, the Company shall not be required to
pay liquidated damages in excess of $100,000 per month pursuant to the terms of
this section. In the event the Holder converts a portion of the Debentures after
the effective date of the registration statement covering this Offering and the
Company is unable to deliver unrestricted, freely tradable common stock to the
Holder within twenty (20) calendar days following the Conversion Date, such
inability on the Company's part shall be considered an event of default. Holder
shall then be entitled to send written notice to the Company of the default and
the Holder, at its sole option may demand full repayment of the prorata Purchase
Price of the Debentures not yet converted, including accrued interest and
liquidated damages through the date that written notice is given to the Company
(the "Acceleration Amount"). If the Company does not wire the Acceleration
Amount to the Holder within five (5) business days of receiving the default
notice from Holder the Acceleration Amount shall accrue interest at twenty-four
percent (24%) per annum. The Company acknowledges that the failure to honor a
Notice of Conversion shall cause financial hardship to the Holder.

        If, by the eighth (8th) business day after the Conversion Date and
delivery of the Debentures to be converted (the "Delivery Date"), unless such
delay is caused by operation of law, due to the Company's direct or indirect
actions or its failure to act, the transfer agent fails for any reason to
deliver the Common Stock (with legends if before the effective date of the
registration statement covering this Debenture and without legends if after the
effective date of the registration statement covering this Debenture) upon
conversion by the Holder and after such Delivery Date, the Holder purchases, in
an open market transaction or otherwise, shares of Common Stock (the "Covering
Shares") solely in order to make delivery in satisfaction of a sale of Common
Stock by the Holder (the "Sold Shares"), which delivery such Holder anticipated
to make using the Common Stock issuable upon conversion (a "Buy-In"), the
Company shall pay to the Holder, in addition to any other amounts due to Holder
pursuant to this Debenture, and not in lieu thereof, the Buy-In Adjustment
Amount (as defined below). The "Buy In Adjustment Amount" is

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the amount equal to the excess, if any, of (x) the Holder's total purchase price
(including brokerage commissions, if any) for the Covering Shares over (y) the
net proceeds (after brokerage commissions, if any) received by the Holder from
the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount
to the Holder in immediately available funds within five (5) business days of
written demand by the Holder. By way of illustration and not in limitation of
the foregoing, if the Holder purchases shares of Common Stock having a total
purchase price (including brokerage commissions) of $11,000 to cover a Buy-In
with respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will be $1,000.

        In lieu of delivering physical certificates representing the securities
issuable upon conversion, provided the Company's transfer agent is participating
in the Depository Trust Company ("DTC") Fast Automated Securities Transfer
program, upon request of the Holder and its compliance with the provisions
contained in this paragraph, so long as the certificates therefor do not bear a
legend and the Holder thereof is not obligated to return such certificate for
the placement of a legend thereon, the Company shall use its best efforts to
cause its transfer agent to electronically transmit the shares of Common Stock
issuable upon conversion to the Holder by crediting the account of Holder's
broker with DTC through its Deposit Withdrawal Agent Commission system.

        The Company acknowledges that its failure to deliver the Common Stock
within eight (8) business days after the Conversion Date will cause the Holder
to suffer damages in an amount that will be difficult to ascertain. Accordingly,
the parties agree that it is appropriate to include in this Agreement a
provision for liquidated damages. The parties acknowledge and agree that the
liquidated damages provision set forth in this section represents the parties'
good faith effort to quantify such damages and, as such, agree that the form and
amount of such liquidated damages are reasonable and will not constitute a
penalty. The payment of liquidated damages shall not relieve the Company from
its obligations to deliver the Common Stock pursuant to the terms of this
Agreement.

        To the extent that the failure of the Company to issue the Common Stock
pursuant to this Section 3.2 is due to the unavailability of authorized but
unissued shares of Common Stock, the provisions of this Section 3.2(g) shall not
apply but instead the provisions of Section 3.2(h) shall apply.

        (h) The Company shall at all times reserve and have available all Common
Stock necessary to meet conversion of the Debentures by all Holders of the
entire amount of Debentures then outstanding. If, at any time Holder submits a
Notice of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock available to effect, in full, a conversion of
the Debentures (a "Conversion Default", the date of such default being referred
to herein as the "Conversion Default Date"), the Company shall issue to the
Holder all of the shares of Common Stock which are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted Debentures"), upon Holder's sole option, may be deemed null and
void. The Company shall provide notice of such Conversion Default ("Notice of
Conversion Default") to all existing Holders of outstanding Debentures, by
facsimile, within five (5) business days of such default (with the original
delivered by overnight or two day courier), and the Holder shall give notice to
the Company by facsimile within five business days of receipt of the original
Notice of Conversion Default (with the original delivered by overnight or two
day courier) of its election to either nullify or confirm the Notice of
Conversion.

        The Company agrees to pay to all Holders of outstanding Debentures
payments for a Conversion Default ("Conversion Default Payments") in the amount
of (N/365) x (.24) x the initial issuance price of the outstanding and/or
tendered but not converted Debentures held by each Holder where N = the number
of days from the Conversion Default Date to the date (the "Authorization Date")
that the Company authorizes a sufficient number of shares of Common Stock to
effect conversion of all remaining Debentures. The Company shall send notice
("Authorization Notice") to each Holder of outstanding Debentures that
additional shares of Common Stock have been authorized, the Authorization Date
and the amount of Holder's accrued Conversion Default Payments. The accrued
Conversion Default Payments shall be paid in cash or shall be convertible into
Common Stock at the Conversion Rate, at the Holder's option, payable as follows:
(i) in the event Holder elects within ten (10) days of the Authorization Notice
in writing to take such payment in cash, cash payments shall be made to such
Holder by the fifth day of the following calendar month, or (ii) if the Holder
does not so elect to receive such Conversion

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Default Payment in cash, such payment shall be made in Common Stock at the then
current Conversion Price within 30 days following the date of the Authorization
Notice.

        The Company acknowledges that its failure to maintain a sufficient
number of authorized but unissued shares of Common Stock to effect in full a
conversion of the Debentures will cause the Holder to suffer damages in an
amount that will be difficult to ascertain. Accordingly, the parties agree that
it is appropriate to include in this Agreement a provision for liquidated
damages. The parties acknowledge and agree that the liquidated damages provision
set forth in this section represents the parties' good faith effort to quantify
such damages and, as such, agree that the form and amount of such liquidated
damages are reasonable and will not constitute a penalty. The payment of
liquidated damages shall not relieve the Company from its obligations to deliver
the Common Stock pursuant to the terms of this Agreement.

        (i) Redemption. The Company reserves the right, at its sole option, to
call a mandatory redemption of any percentage of the balance on the Debentures
not then converted as follows: In the event the Company exercises such right of
redemption anytime following the Closing Date, it shall pay the Holder, in U.S.
currency One Hundred Twenty percent (120%) of the face amount of the Debentures
to be redeemed (the "Redemption Amount"), plus accrued interest. The date by
which the Debentures must be delivered to the escrow agent shall not be later
than ten (10) business days following the date the Company notifies the Holder
by facsimile of the redemption. The Company shall give the Holder at least ten
(10) business day's notice of its intent to redeem and wire the funds necessary
to redeem the Debentures to the escrow agent on or before the expiration of said
ten (10) business days during which time the Purchaser may continue to convert.
Furthermore, in the event such Redemption Amount is not timely paid, any rights
of the Company to such redemption shall terminate, and the Company shall not be
entitled to make any partial or full redemption of the unconverted Debentures
thereafter.

        (j) The Company shall furnish to Holder such number of prospectuses and
other documents incidental to the registration of the shares of Common Stock
underlying the Debentures and the shares of Common Stock issuable in payment of
interest on the Debentures, including any amendment of or supplements thereto.

        (k) Limits on Amount of Conversion and Ownership. In no event shall the
Holder be entitled to convert any of the Debentures to the extent that, after
such conversion, the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the Debentures), and (2) the number of shares of Common
Stock issuable upon the conversion of the Debentures with respect to which the
determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such conversion). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), except as otherwise provided in clause (1) of such proviso. The Holder
further agrees that if the Holder transfers or assigns any of the Debentures
such transfer or assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this Section as
if such transferee or assignee were a signatory to the Subscription Agreement.

        (l) Payment of Taxes. The Company shall pay all documentary stamp taxes,
if any, attributable to the initial issuance of the Common Stock; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable, (i) with respect to any secondary transfer of the Debentures or
the Common Stock issuable upon exercise hereof or (ii) as a result of the
issuance of the Common Stock to any person other than the Holder, and the
Company shall not be required to issue or deliver any certificate for any Common
Stock unless and until the person requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have produced evidence that
such tax has been paid to the appropriate taxing authority.

        Section 3.3. Company to Reserve Stock. The Company shall reserve the
number of shares of Common Stock required pursuant to and upon the terms set
forth in the Subscription Agreement, to permit the conversion of this Debenture.
All shares of Common Stock which may be issued upon the

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conversion hereof shall upon issuance be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

        Section 3.4. Restrictions on Transfer. This Debenture has not been
registered under the Securities Act of 1933, as amended, (the "Act") and is
being issued under Section 4(2) of the Act and Rule 506 of Regulation D
promulgated under the Act. This Debenture and the Common Stock issuable upon the
conversion thereof may only be offered or sold pursuant to registration under or
an exemption from the Act.

        Section 3.5. Mergers, Etc. If the Company merges or consolidates with
another corporation or sells or transfers all or substantially all of its assets
to another person and the holders of the Common Stock are entitled to receive
stock, securities or property in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and any such successor, purchaser or transferee shall amend this Debenture to
provide that it may thereafter be converted on the terms and subject to the
conditions set forth above into the kind and amount of stock, securities or
property receivable upon such merger, consolidation, sale or transfer by a
holder of the number of shares of Common Stock into which this Debenture might
have been converted immediately before such merger, consolidation, sale or
transfer, subject to adjustments which shall be as nearly equivalent as may be
practicable to adjustments provided for in this Article 3. Article 4. Mergers

        The Company shall not consolidate or merge into, or transfer all or
substantially all of its assets to, any person, unless such person assumes in
writing the obligations of the Company under this Debenture and immediately
after such transaction no Event of Default exists. Any reference herein to the
Company shall refer to such surviving or transferee corporation and the
obligations of the Company shall terminate upon such written assumption. Article
5. Reports

        The Company will mail to the Holder hereof at its address as shown on
the Register a copy of any annual, quarterly or other report or proxy statement
that it gives to its shareholders generally at the time such report or statement
is sent to shareholders. Article 6. Defaults and Remedies

        Section 6.1. Events of Default. An "Event of Default" occurs if (a) the
Company does not make the payment of the principal of this Debenture when the
same becomes due and payable at maturity, upon redemption or otherwise, (b) the
Company does not make a payment, other than a payment of principal, for a period
of five (5) business days thereafter, (c) any of the Company's representations
or warranties contained in the Subscription Agreement or this Debenture were
false when made or the Company fails to comply with any of its other agreements
in the Subscription Agreement or this Debenture and such failure continues for
the period and after the notice specified below, (d) the Company shall have its
Common Stock suspended or delisted from any exchange or the over-the-counter
market from trading for in excess of five (5) consecutive trading days, or (e)
the Company pursuant to or within the meaning of any Bankruptcy Law (as
hereinafter defined): (i) commences a voluntary case; (ii) consents to the entry
of an order for relief against it in an involuntary case; (iii) consents to the
appointment of a Custodian (as hereinafter defined) of it or for all or
substantially all of its property or (iv) makes a general assignment for the
benefit of its creditors or (v) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: (A) is for relief against the
Company in an involuntary case; (B) appoints a Custodian of the Company or for
all or substantially all of its property or (C) orders the liquidation of the
Company, and the order or decree remains unstayed and in effect for 60 days, (e)
the Company's Common Stock is no longer listed on any recognized exchange
including electronic over-the-counter bulletin board. As used in this Section
6.1, the term "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law. A default under clause (c) above is not an Event of Default
until the holders of at least 25% of the aggregate principal amount of the
Debentures outstanding notify the Company of such default and the Company

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does not cure it within five (5) business days after the receipt of such notice,
which must specify the default, demand that it be remedied and state that it is
a "Notice of Default".

        Section 6.2. Acceleration. If an Event of Default occurs and is
continuing, the Holder hereof by notice to the Company, may declare the
remaining principal amount of this Debenture, together with all accrued interest
and any liquidated damages, to be due and payable. Upon such declaration, the
remaining principal amount shall be due and payable immediately. Article 7.
Registered Debentures

        Section 7.1. Series. This Debenture is one of a numbered series of
Debentures which are identical except as to the principal amount and date of
issuance thereof and as to any restriction on the transfer thereof in order to
comply with the Securities Act of 1933 and the regulations of the Securities and
Exchange Commission promulgated thereunder. Such Debentures are referred to
herein collectively as the "Debentures".

        Section 7.2. Record Ownership. The Company, or its attorney, shall
maintain a register of the holders of the Debentures (the "Register") showing
their names and addresses and the serial numbers and principal amounts of
Debentures issued to or transferred of record by them from time to time. The
Register may be maintained in electronic, magnetic or other computerized form.
The Company may treat the person named as the Holder of this Debenture in the
Register as the sole owner of this Debenture. The Holder of this Debenture is
the person exclusively entitled to receive payments of interest on this
Debenture, receive notifications with respect to this Debenture, convert it into
Common Stock and otherwise exercise all of the rights and powers as the absolute
owner hereof.

        Section 7.3. Registration of Transfer. Transfers of this Debenture may
be registered on the books of the Company maintained for such purpose pursuant
to Section 7.2 above (i.e., the Register). Transfers shall be registered when
this Debenture is presented to the Company with a request to register the
transfer hereof and the Debenture is duly endorsed by the appropriate person,
reasonable assurances are given that the endorsements are genuine and effective,
and the Company has received evidence satisfactory to it that such transfer is
rightful and in compliance with all applicable laws, including tax laws and
state and federal securities laws. When this Debenture is presented for transfer
and duly transferred hereunder, it shall be canceled and a new Debenture showing
the name of the transferee as the record holder thereof shall be issued in lieu
hereof. When this Debenture is presented to the Company with a reasonable
request to exchange it for an equal principal amount of Debentures of other
denominations, the Company shall make such exchange and shall cancel this
Debenture and issue in lieu thereof Debentures having a total principal amount
equal to this Debenture in such denominations as agreed to by the Company and
Holder.

        Section 7.4. Worn or Lost Debentures. If this Debenture becomes worn,
defaced or mutilated but is still substantially intact and recognizable, the
Company or its agent may issue a new Debenture in lieu hereof upon its
surrender. Where the Holder of this Debenture claims that the Debenture has been
lost, destroyed or wrongfully taken, the Company shall issue a new Debenture in
place of the original Debenture if the Holder so requests by written notice to
the Company actually received by the Company before it is notified that the
Debenture has been acquired by a bona fide purchaser and the Holder has
delivered to the Company an indemnity bond in such amount and issued by such
surety as the Company deems satisfactory together with an affidavit of the
Holder setting forth the facts concerning such loss, destruction or wrongful
taking and such other information in such form with such proof or verification
as the Company may request.

Article 8. Dilution.

        The number of shares of Common Stock issuable upon conversion of the
Debentures may increase substantially in certain circumstances. The Company's
executive officers and directors have studied and fully understand the nature of
the transactions contemplated by this Debenture and recognize that they have a
potential dilutive effect. The board of directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company. The Company specifically acknowledges that its obligation to
issue additional shares of Common Stock is binding upon

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the Company and enforceable regardless of the dilution such issuance may have on
the ownership interests of other shareholders of the Company.

Article 9. Notices

        Any notice which is required or convenient under the terms of this
Debenture shall be duly given if it is in writing and delivered in person or
mailed by first class mail, postage prepaid and directed to the Holder of the
Debenture at its address as it appears on the Register or if to the Company to
its principal executive offices. The time when such notice is sent shall be the
time of the giving of the notice.

Article 10. Time

        Where this Debenture authorizes or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a public
holiday, or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation performed on the
next succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of such
next succeeding business day, with the same force and effect as if made or
performed in accordance with the terms of this Debenture. A "business day" shall
mean a day on which the banks in California are not required or allowed to be
closed.

Article 11. Waivers

        The holders of a majority in principal amount of the Debentures may
waive a default or rescind the declaration of an Event of Default and its
consequences except for a default in the payment of principal or conversion into
Common Stock. Article 12. Rules of Construction

        In this Debenture, unless the context otherwise requires, words in the
singular number include the plural, and in the plural include the singular, and
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates, words of the neuter gender may refer to any gender. The
numbers and titles of sections contained in the Debenture are inserted for
convenience of reference only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof. Wherever,
in this Debenture, a determination of the Company is required or allowed, such
determination shall be made by a majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the Company and the Holder of this Debenture.

Article 13. Governing Law

        The validity, terms, performance and enforcement of this Debenture shall
be governed and construed by the provisions hereof and in accordance with the
laws of the State of California applicable to agreements that are negotiated,
executed, delivered and performed solely in the State of California.

Article 14. Litigation

        (a) Forum Selection and Consent to Jurisdiction. Any litigation based
thereon, or arising out of, under, or in connection with, this agreement or any
course of conduct, course of dealing, statements (whether oral or written) or
actions of the Company or Holder shall be brought and maintained exclusively in
the federal courts of the State of California. The Company hereby expressly and
irrevocably submits to the jurisdiction of the federal courts of the State of
California for the purpose of any such litigation as set forth above and
irrevocably agrees to be bound by any final judgment rendered thereby in
connection with such litigation. The Company further irrevocably consents to the
service of process by registered mail, postage prepaid, or by personal service
within or without the State of California. The Company hereby expressly and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have or hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such
litigation has been brought in any inconvenient forum. To the

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extent that the Company has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution or
otherwise) with respect to itself or its property, the Company hereby
irrevocably waives such immunity in respect of its obligations under this
agreement and the other loan documents.

        (b) Waiver of Jury Trial. The Holder and the Company hereby knowingly,
voluntarily and intentionally waive any rights they may have to a trial by jury
in respect of any litigation based hereon, or arising out of, under, or in
connection with, this agreement, or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Holder or the Company.
The Company acknowledges and agrees that it has received full and sufficient
consideration for this provision and that this provision is a material
inducement for the Holder entering into this agreement.

        (c) Submission To Jurisdiction. Any legal action or proceeding in
connection with this Debenture or the performance hereof must be brought in the
federal courts located in the State of California and the parties hereby
irrevocably submit to the exclusive jurisdiction of such courts for the purpose
of any such action or proceeding.


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<PAGE>   10

        IN WITNESS WHEREOF, the Company has duly executed this Debenture as of
the date first written above.

                                    INTEGRATED COMMUNICATION NETWORKS, INC.

                                    By ________________________________________
                                         David J. Chadwick
                                         its Chairman and CEO duly authorized


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                                    Exhibit A

                              NOTICE OF CONVERSION

        (To be Executed by the Registered Holder in order to Convert the
Debentures.)

        The undersigned hereby irrevocably elects, as of ______________, 199_ to
convert $_________________ of the Debentures into Shares of Common Stock (the
"Shares") of INTEGRATED COMMUNICATION NETWORKS, INC. (the "Company") according
to the conditions set forth in the Subscription Agreement dated
_________________,1999.

Date of Conversion __________________________________________

Applicable Conversion Price _________________________________

Number of Shares Issuable upon this conversion ______________

Signature ___________________________________________________
                      [Name]

Address _____________________________________________________

_____________________________________________________________

Phone ______________________   Fax __________________________

                             Assignment of Debenture

The undersigned hereby sell(s) and assign(s) and transfer(s) unto

________________________________________________________________________________
               (name, address and SSN or EIN of assignee)


                                                   Dollars ($           )
________________________________________________________________________________
(principal amount of Debenture, $5,000 or integral multiples of $5,000)

of principal amount of this Debenture together with all accrued and unpaid
interest hereon.

Date: ______________  Signed: __________________________________________________
                              (Signature must conform in all respects to name of
                                      Holder shown of face of Debenture)

Signature Guaranteed:

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