<PAGE>

                                                                     EXHIBIT 4.1

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.  THEY ARE
BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D
("REGULATION") AND OR RULE 4(2) PROMULGATED UNDER THE ACT.  THE SECURITIES MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE
REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS,
SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No. ________________                          $________________ U.S.

                            SAF T LOK INCORPORATED

         6% SUBORDINATED CONVERTIBLE DEBENTURE DUE DECEMBER____, 2001


     THIS DEBENTURE is one of a duly authorized issue of Debentures of Saf T Lok
Incorporated, a corporation duly organized and existing under the laws of the
State of Florida (the "Company"), designated as its 6% Subordinated Convertible
Debentures Due December _____, 2001, in an aggregate principal amount not
exceeding U.S. $1,500,000 (the "Debentures").

     FOR VALUE RECEIVED, the Company promises to pay to __________________, the
registered holder hereof (the "Holder"), the principal sum of ________ Dollars
($________ U.S.), on or prior to December _____, 2001, (the "Maturity Date"),
and to pay interest on the principal sum outstanding from time to time in
arrears on the Maturity Date, at the rate of 6% per

                            (continued on reverse)


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

                                 SAF T LOK INCORPORATED



Dated: December _____, 1999      By:_________________________________
                                 Title:

<PAGE>

annum.  Accrual of interest on this Debenture shall commence on the date that,
in connection with the consummation of the initial purchase of this Debenture
from the Company, the Company first had in its possession funds representing
full payment for this Debenture, and interest shall continue to accrue until
conversion has been completed or payment in full of the principal sum has been
made or duly provided for.  The interest so payable will be paid on the Maturity
Date to the person in whose name this Debenture (or one or more predecessor
Debentures) is registered on the records of the Company regarding registration
and transfers of the Debentures (the "Debenture Register") at the Company's
option in either cash or Common Stock.  All accrued and unpaid interest shall
bear interest at the same rate of 6% per annum from the Maturity Date until the
date of payment.  The principal of, and interest on, this Debenture are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at the address
of the Holder last appearing on the Debenture Register of the Company as
designated in writing by the Holder from time to time.  The Debenture Register
shall represent the record of ownership and right to receive principal and
interest on this Debenture.  Interest and principal shall be payable only to the
registered Holder as reflected in the Debenture Register.  The right to receive
principal and interest under this Debenture shall be transferable only through
an appropriate entry in the Debenture Register as provided herein.  The
forwarding of such payment shall constitute a payment of interest hereunder and
shall satisfy and discharge the liability for principal and interest on this
Debenture to the extent of the sum represented by such payment.

     This Debenture is subject to the following additional provisions:

     1.   Debentures.  The Debentures are issuable in denominations of Twenty
          ----------
five Thousand Dollars ($25,000 U.S.).  The Debentures are exchangeable for an
equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holders surrendering the same, but shall not
be issuable in denominations less than integral multiples of Twenty Five
Thousand Dollars ($25,000 U.S.).  No service charge or other charges of any kind
will be made for such registration of transfer or exchange.

     2.   Withholdings.  Holder has represented to the Company in the Securities
          ------------
Purchase Agreement of even date hereunder that it is not subject to withholding
tax under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments.  The Holder shall pay any
other taxes, charges, or levies in connection with the issuance or transfer
thereof.

     3.   Transfer.  This Debenture is issued subject to investment
          --------
representations of the original Holder hereof and may be transferred or
exchanged only with the consent of the Company (unless to an affiliate or
successor) in compliance with the Securities Act of 1933, as amended (the
"Act"), including Regulation D, if applicable, promulgated under the Act.  Any
Holder of this Debenture, by acceptance hereof, agrees to the representations,
warranties and covenants herein.  Prior to due presentment to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the person in whose name this Debenture is duly registered on the Company's
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Debenture

                                       2
<PAGE>

be overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.

     4.   Conversion.  The record Holder of this Debenture shall have conversion
          ----------
rights as follows  (the "Conversion Rights"):

          (a)  Right to Convert.  The record Holder of this Debenture shall be
               ----------------
     entitled, at the option of the Holder, subject to the Company's right of
     redemption set forth in Section 5(a), to convert 100% of the aggregate
     principal amount of Debentures held by such Holder, at any time beginning
     on  ________________ , 1999 (the "Conversion Commencement Date"), at the
     office of the Company or any transfer agent for the Debentures, into that
     number of fully-paid and non-assessable shares of Common Stock of the
     Company, par value $0.01 ("Conversion Shares"), calculated in accordance
     with the following formula:

          Number of shares issued upon conversion = (Principal +
     Interest)/Conversion Price, where

     .    Principal = The principal amount of the Debenture(s) to be converted,

     .    Interest = Principal x (N/365) x .06, where N = the number of days
          between (i) the date of issuance of this Debenture, and (ii) the
          applicable date of conversion for the Debenture for which conversion
          is being elected, and

     .    Conversion Price = 75% (the "Applicable Discount") of the average
          Closing Bid Price for the Company's Common Stock for the five (5)
          trading days immediately preceding the Date of Conversion, as defined
          below; provided however, that in no event shall the Conversion Price
          be less than $0.70 per share (the "Floor Price") nor greater than
          $2.00 per share( the "Ceiling Price") subject to adjustment in each
          case pursuant to Section (h) herein. For purposes hereof, the term
          "Closing Bid Price" shall mean the closing bid price of Company's
          Common Stock as reported by Nasdaq Stock Market (or, if not reported
          by the Nasdaq Stock Market, as reported by such other exchange or
          market where traded).

          (b)  Mechanics of Conversion.  No fractional shares of Common Stock
               -----------------------
     shall be issued upon conversion of this Debenture.  In lieu of any
     fractional share to which the Holder would otherwise be entitled, the
     Company shall pay cash to such Holder in an amount equal to such fraction
     multiplied by the Conversion Price then in effect.  In the case of a
     dispute as to the calculation of the Conversion Rate, the Company's
     calculation shall be deemed conclusive absent manifest error.  In order to
     convert Debentures into full shares of Common Stock, the Holder shall
     surrender the certificate or certificates therefor, duly endorsed, by
     either overnight courier or 2-day courier, to the office of the Company or
     of any transfer agent for the Debentures, and shall give written notice to
     the Company (the "Notice of Conversion") at such office that he elects to
     convert the same, the number and principal amount of Debentures so
     converted and a calculation of the Conversion Rate (with an advance copy of
     the certificate(s) and the notice by facsimile);

                                       3
<PAGE>

     provided, however, that the Company shall not be obligated to issue
     certificates evidencing the shares of Common Stock issuable upon such
     conversion unless either the certificates evidencing such Debentures are
     delivered to the Company or its transfer agent as provided above, or the
     Holder notifies the Company or its transfer agent that such certificates
     have been lost, stolen or destroyed and executes an agreement satisfactory
     to the Company to indemnify the Company from any loss incurred by it in
     connection with such certificates. Notwithstanding anything contained
     herein to the contrary, in no event other than upon a Mandatory Payment or
     Conversion pursuant to Section 4(g) or an Event of Default pursuant to
     Section 6 hereof, shall any Holder be entitled to convert Debentures in
     excess of that number of Debentures which, upon giving effect to such
     conversion, would cause the aggregate number of shares of Common Stock
     beneficially owned by the holder and its affiliates to exceed 4.9% of the
     outstanding shares of the Common Stock following such conversion. For
     purposes of the foregoing proviso, the aggregate number of shares of Common
     Stock beneficially owned by the holder and its affiliates shall include the
     number of shares of Common Stock issuable upon conversion of the Debentures
     with respect to which the determination of such proviso is being made, but
     shall exclude the number of shares of Common Stock which would be issuable
     upon (i) conversion of the remaining, nonconverted Debentures beneficially
     owned by the holder and its affiliates beneficially owned by the holder and
     its affiliates. Except as set forth in the preceding sentence, for purposes
     of this paragraph, beneficial ownership shall be calculated in accordance
     with Section 13(d) of the Securities Exchange Act of 1934, as amended.

          The Company shall use reasonable efforts to issue and deliver within
     five (5) business days after delivery to the Company of such certificates,
     or after such agreement and indemnification, to such Holder of Debentures
     at the address of the Holder on the books of the Company, a certificate or
     certificates for the number of shares of Common Stock to which the Holder
     shall be entitled as aforesaid.  The date on which notice of conversion is
     given (the "Date of Conversion") shall be deemed to be the date set forth
     in such notice of conversion, provided that the original Debentures to be
     converted are received by the transfer agent or the Company within five (5)
     business days thereafter and 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
     on such date.  If the original Debentures to be converted are not received
     by the transfer agent or the Company within five business days after the
     Date of Conversion, the notice of conversion shall become null and void.

          Following conversion of a Debenture, or a portion thereof, the
     principal and interest owed on that Debenture or portion of the Debenture
     so converted will be deemed paid in full and satisfied, and such Debenture
     or portion thereof will no longer be outstanding.

          In the event that some, but not all, of the Debenture is converted
     hereunder, the Company shall issue a replacement debenture in the same form
     as described herein for the remaining balance which is unconverted.

                                       4
<PAGE>

          (c)  Reservation of Stock Issuable Upon Conversion.  The Company shall
               ---------------------------------------------
     take all action necessary to at all times have authorized, and reserved for
     the purpose of issuance, 100% of the number of shares of Common Stock
     needed to provide for the issuance of the Conversion Shares measured at the
     time of the conversion of all outstanding Debentures based upon the Floor
     Price.  If at any time the number of authorized but unissued shares of
     Common Stock shall not be sufficient to effect the conversion of all then
     outstanding Debentures, the Company will 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.

          (d)  Nothing contained in this Debenture or paragraph 4(e) hereof,
     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 under the
     Debenture 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 any amounts selected
     in excess of the permissible amount shall be deemed a payment of principal.
     To the extent that such excess amount exceeds the aggregate principal
     amount of this Debenture, such excess shall be returned with reasonable
     promptness by the Holder to the Company.

          (e)  In the event the Company does not make delivery of the
     certificates of Common Stock, as instructed by Holder, within five (5)
     business days after the Date of Conversion, then in such event the Company
     shall pay to the Holder an amount, in immediately available funds or Common
     Stock (based upon the Conversion Price), at the option of the Company, in
     accordance with the following schedule, wherein "No. Business Days Late" is
     defined as the number of business days beyond the five (5) business days
     delivery period.

<TABLE>
<CAPTION>
                                        Late Payment for Each
Principal Amount Being                  $10,000 of Debenture
No. Business Days Late                  Converted
<S>                                     <C>
          1                             $   50
          2                             $  100
          3                             $  150
          4                             $  200
          5                             $  250
          6                             $  300
          7                             $  350
          8                             $  400
          9                             $  450
          10                            $  500
          11                            $500 +  $100 for each
                                        Calendar Days Late Beyond 10 days
</TABLE>

                                       5
<PAGE>

          To the extent that the failure of the Company to issue the
     certificates of Common Stock pursuant to this Section 4(e) is due to the
     unavailability of authorized but unissued shares of Common Stock, the
     provisions of this Section 4(e) shall not apply but instead the provisions
     of Section 4(f) shall apply.  The Company shall pay any payments incurred
     under this Section 4(e) in immediately available funds within five (5)
     business days from the date of issuance of the certificates of applicable
     Common Stock.  Nothing herein shall limit a Holder's right to pursue actual
     damages for the Company's failure to issue and deliver Common Stock to the
     Holder within six (6) business days after the Date of Conversion.

          (f)  If, at any time, a 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 a
     certificate representing 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") shall become
     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 one (1) business day of such default (with
     the original delivered by overnight or two day courier). No Holder may
     submit a Notice of Conversion after receipt of Notice of Conversion Default
     until the date additional shares of Common Stock are authorized by the
     Company. 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 (.15) x the principal amount of the outstanding
     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 affect
     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 shall be paid in immediately available funds, or
     shall be convertible into Common Stock at the Conversion Rate, at the
     Purchaser's option, payable as follows: (i) in the event Holder elects to
     take such payment in immediately available funds, payments shall be made to
     such Holder of outstanding Debentures by the fifth day of the following
     calendar month, or (ii) in the event Purchaser elects to take such payment
     in stock, the Purchaser may convert such payment amount into Common Stock
     at the Conversion Rate at anytime after the 5th day of the calendar month
     following the month in which the Authorization Notice was received, until
     the expiration of the Mandatory Conversion Date (as defined herein).

          Nothing herein shall limit the Holder's right to pursue actual damages
     for the Company's failure to maintain a sufficient number of authorized
     shares of common stock.

          (g)  Mandatory Payment or Conversion on Maturity Date.  Each Holder of
               ------------------------------------------------
     a Debenture outstanding on December _____, 2001, shall have the right to
     demand, by written notice to the Company which is received by the Company
     no later than December

                                       6
<PAGE>

     _____, 2001, (the "Payment Notice"), that payment of all principal and
     accrued interest on this Debenture be paid to such Holder in cash or in
     immediately available funds on December _____, 2001. Each outstanding
     Debenture for which a Payment Notice is not timely received by the Company
     on or before December _____, 2001, automatically shall be converted into
     Common Stock on December _____, 2001, at the Conversion Price for each
     share of Common Stock calculated in accordance with the formula in Section
     4(a) above, and December _____, 2001, shall be deemed the Date of
     Conversion with respect to such conversion. The Company shall not be
     entitled to require conversion of the Debentures.

          (h)  Adjustment to Fixed Conversion Price.
               ------------------------------------

               (i)    If, prior to the conversion of all of the Debentures, the
          number of outstanding shares of Common Stock is increased by a stock
          split, stock dividend, or other similar event, the Fixed Conversion
          Price shall be proportionately reduced, or if the number of
          outstanding shares of Common Stock is decreased by a combination or
          reclassification of shares, or other similar event, the Fixed
          Conversion Price shall be proportionately increased.

               (ii)   If, prior to the conversion of all Debentures, there shall
          be any merger, consolidation, exchange of shares, recapitalization,
          reorganization, 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, then the Holders
          of Debentures shall thereafter have the right to purchase and receive
          upon conversion of Debentures, 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
          and/or securities 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
          Debentures held by such Holders had such merger, consolidation,
          exchange of shares, recapitalization or reorganization not taken
          place, and in any such case appropriate provisions shall be made with
          respect to the rights and interests of the Holders of the Debentures
          to the end that the provisions hereof 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.   The
          Company shall not effect any transaction described in this subsection
          4(h) unless the resulting successor or acquiring entity (if not the
          Company) assumes by written instrument the obligation to deliver to
          the Holders of the Debentures such shares of stock and/or securities
          as, in accordance with the foregoing provisions, the Holders of the
          Debentures may be entitled to purchase.

               (iii)  If any adjustment under this Section 4(h) would create a
          fractional share of Common Stock or a right to acquire a fractional
          share of Common Stock, such fractional share shall be disregarded and
          the number of shares of Common Stock issuable upon conversion shall be
          the next higher number of shares.

                                       7
<PAGE>

          (i)  No Short Sales of the Common Stock.  So long as (i) a Holder owns
               ----------------------------------
     at least 100,000 of Debentures, (ii) the Company has not issued any
     publicly traded convertible securities and (iii) the Issuer is not in
     material default under the terms of this Debenture, the Registration Rights
     Agreement, the Securities Purchase Agreement or any related agreement, each
     Holder shall not directly or indirectly engage in any short sales or third
     party short sales of the Company's Common Stock or hold a "put equivalent
     position" with respect to the Common Stock (as defined in Rule 16a-1 under
     the 1934 Act).  Notwithstanding anything contained to the contrary in this
     section, in the event that the Company enters into a private placement
     transaction (other than in connection with employee benefit plans, employee
     or consultant compensation, or in connection with mergers and acquisitions)
     which permits  the investors rights to engage in short sales of Common
     Stock, the restrictions contained in this section shall be automatically
     modified to permit the Holder to engage in short sales of Common Stock
     substantially to the extent permitted by the Company with respect to such
     private placement investors.

     5.   Company's Right to Redeem at its Election.
          -----------------------------------------

          (a)  At any time, commencing thirty (30) days after the date hereof
     (the "Issuance Date") as long as the Holder has not submitted a Notice of
     Conversion, the Company shall have the right, in it sole discretion, to
     redeem ("Redemption at Company's Election"), from time to time, any or all
     of the Debentures: provided (i) Company shall first provide ten (10) days
     advance written notice as provided in subparagraph 5(a)(ii) below (which
     can be given any time on or after thirty (30) days after the Issuance Date,
     and (ii) that the Company shall only be entitled to redeem Debentures
     having an aggregate Stated Value (as defined below) of at least Two Hundred
     and Fifty Thousand Dollars ($250,000).  If the Company elects to redeem
     some, but not all, of the Debentures, the Company shall redeem a pro-rata
     amount from each Holder of the Debentures.

               (i)  Redemption Price At Company's Election. The Redemption Price
                    --------------------------------------
          shall be calculated as (a) 110% of the Stated Value for the first 90
          days commencing December __, 1999,  (b) as 120% of the Stated Value
          for the next 90 days thereafter and (c) 130% of the Stated Value
          thereafter (each of (a), (b) and (c), as applicable,  shall be known
          as the "Redemption Percentage").  For purposes hereof, "Stated Value"
          shall mean the original principal amount of Debentures being redeemed,
          plus the accrued and unpaid 6% per annum interest payment.

               (ii) Mechanics of Redemption at Company's Election.  The Company
                    ---------------------------------------------
          shall effect each such redemption by giving at least ten (10) days
          prior written notice ("Notice of Redemption at Company's Election") to
          (A) the Holders of the Debentures selected for redemption at the
          address and facsimile number of such Holder appearing in the Company's
          Debenture register and (B) the Transfer Agent, which Notice of
          Redemption At Company's Election shall be deemed to have been
          delivered two (2) business days after the Company's mailing (by
          overnight or two (2) day courier, with a copy by facsimile) of such
          Notice of Redemption at Company's Election. Such Notice of Redemption
          At Company's

                                       8
<PAGE>

          Election shall indicate (i) the number of Debentures that have been
          selected for redemption, (ii) the date which such redemption is to
          become effective (the "Date of Redemption At Company's Election") and
          (iii) the applicable Redemption Price At Company's Election, as
          defined in subsection (a)(i) above.

          (b) Company Must Have Immediately Available Funds or Credit
              -------------------------------------------------------
     Facilities.  The Company shall not be entitled to send any Redemption
     ----------
     Notice and begin the redemption procedure under Sections 5(a) unless it
     has:

               (i)    the full amount of the redemption price to cash, available
          in a demand or other immediately available account in a bank or
          similar financial institution; or

               (ii)   immediately available credit facilities, in the full
          amount of the redemption price with a bank or similar financial
          institution, or

               (iii)  an agreement with a standby underwriter willing to
          unconditionally purchase from the Company a sufficient number of
          shares of stock to provide proceeds necessary to redeem any stock that
          is not converted prior to redemptions; or

               (iv)   a combination of the items set forth in (i), (ii), and
          (iii) above, aggregating the full amount of the redemption price.

          (c)  Payment of Redemption Price.  Each Holder submitting Debentures
               ---------------------------
     being redeemed under this Section 5 shall send their Debenture Certificates
     to be redeemed to the Company or its Transfer Agent, and the Company shall
     pay the applicable redemption price to that Holder within five (5) business
     days of the Date of Redemption at Company's Election, the "Cash Redemption
     Due Date").  In the event that the applicable redemption price is not paid
     by the Cash Redemption Due Date, then the late payment penalty provisions
     of Section 4(e) shall apply commencing on the sixth (6/th/) business day of
     the Date of Redemption at Company's Election.

     6.   The following shall constitute an "Event of Default":

          (a)  The Company shall default in the timely payment of Principal or
     Interest on this Debenture; or

          (b)  Any of the representations, warranties, or covenants made by the
     Company herein, in the Securities Purchase Agreement, Registration Rights
     Agreement, the Escrow Agreement, or any other related agreements, or in any
     certificate or financial or other written statements heretofore or
     hereafter furnished by the Company in connection with the execution and
     delivery of this Debenture or the Security Purchase Agreement shall be
     false or misleading in any material respect at the time made; or

          (c)  The Company shall fail to perform or observe, in any material
     respect, any other covenant, term, provision, condition, agreement, or
     obligation of the Company

                                       9
<PAGE>

     under this Debenture, the Registration Rights Agreement, the Escrow
     Agreement, or any other related agreement and such failure shall continue
     uncured for a period of ten (10) days after written notice from the Holder
     of such failure; or

          (d)  The Company shall (1) admit in writing its inability to pay its
     debts generally as they mature; (2) make an assignment for the benefit of
     creditors or commence proceedings for its dissolution; or (3) apply for or
     consent to the appointment of a trustee, liquidator or receiver for its or
     for a substantial part of its property or business; or

          (e)  A trustee, liquidator or receiver shall be appointed for the
     Company or for a substantial part of its property or business without its
     consent and shall not be discharged within sixty (60) days after such
     appointment; or

          (f)  Any governmental agency or any court of competent jurisdiction at
     the instance of any governmental agency shall assume custody or control of
     the whole or any substantial portion of the properties or assets of the
     Company and shall not be dismissed within sixty (60) days thereafter; or

          (g)  Any money judgement, writ or warrant of attachment, or similar
     process in excess of One Hundred Thousand ($100,000) Dollars in the
     aggregate shall be executed against the Company or any of its properties or
     other assets and shall remain unpaid, unvacated, unbonded, or unstayed for
     a period of sixty (60) days or in any event later than five (5) days prior
     to the date of any proposed sale thereunder; or

          (h)  Bankruptcy, reorganization, insolvency liquidation proceedings or
     other proceedings for relief under any bankruptcy law or any law for the
     relief of debtors shall be instituted by or against the Company and, if
     instituted against the Company, the Company shall by any action or answer
     approve of, consent to, or acquiesce in any such proceedings or admit the
     material allegations of, or default in answering a petition filed in any
     such proceeding; or

          (i)  The Company shall have its Common Stock suspended or delisted
     from trading on the NASDAQ Small Cap Market. Then, or any time thereafter,
     and in each and every such case, unless such Event of Default shall have
     been waived in writing by the holder (which waiver shall not be deemed to
     be a waiver of any subsequent default) at the option of the Holder and in
     the Holder's sole discretion, the Holder may consider this Debenture
     immediately due and payable without presentment, demand, protest or notice
     of any kinds, all of which are hereby expressly waived, anything herein or
     in any note or other instruments contained to the contrary notwithstanding,
     and the Holder may immediately enforce any and all of the Holder's rights
     and remedies provided herein or any other rights or remedies afforded by
     law.

     7.   No Impairment.  Except as expressly provided herein, no provision of
          -------------
this Debenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Debenture at the time, place, and rate,

                                       10
<PAGE>

and in the coin or currency, herein prescribed. This Debenture and all other
Debentures now or hereafter issued in similar terms are direct obligations of
the Company.

     8.   Termination.  After this Debenture shall have been surrendered for
          -----------
conversion as herein provided or notice of conversion or redemption shall have
been given by the Company pursuant to Section 4(g) herein, this Debenture shall
no longer be deemed to be outstanding and all rights with respect to this
Debenture, including, without limitation, the right to receive interest hereon
and the principal hereof, shall forthwith terminate as of the Date of
Conversion, except only the right of the Holder hereof to receive shares of
Common Stock in exchange herefor.

     9.   Protective Provisions.  So long as Debentures are outstanding, the
          ---------------------
Company shall not without first obtaining the approval (by vote or written
consent, as provided by law) of the Holders of at least a majority of principal
amount of the then outstanding Debentures alter or change the rights,
preferences or privileges of the Debentures so as to affect adversely the
Debentures.  Notwithstanding the above, the Company may incur debt with respect
to trade credit, purchase money security interests, inventory and other debt
incurred in the ordinary course of business.

     10.  No Voting Rights.  This Debenture shall not entitle the Holder hereof
          ----------------
to any of the rights of a stockholder of the Company, including without
limitation, the right to vote, to receive dividends and other distributions, or
to receive any notice of, or to attend, meetings of stockholders or any other
proceedings of the Company.

     11.  Lost or Destroyed Debenture.   If this Debenture shall be mutilated,
          ---------------------------
lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu
of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
for the principal amount of this Debenture so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction
of such Debenture, and of the ownership thereof, and indemnity, if requested,
all reasonably satisfactory to the Company.

     12.  Sales in Compliance with Applicable Law.  Subject to the Company's
          ---------------------------------------
consent, any Holder of this Debenture, by acceptance hereof, agrees that such
Holder will not offer, sell (except with respect to affiliates and successors of
the Holder) or otherwise dispose of this Debenture or the shares of Common Stock
issuable upon exercise thereof except under circumstances which will not result
in a violation of the Act (including, but not limited to, any prospectus
delivery requirements which may apply), including Regulation D, if applicable,
promulgated under the Act, or any applicable state Blue Sky law or similar laws
relating to the sale of securities and the Holder agrees to provide the Company
with the documentation required by the Security Purchase Agreement executed by
the original Holder hereof to demonstrate that such offer, sale or disposition
complies with applicable securities laws.

     13.  Governing Law.  This Agreement shall be governed by and interpreted in
          -------------
accordance with the laws of the State of Delaware without regard to the
principles of conflict of laws.  Company acknowledges that upon any breach of
Holder's conversion rights hereunder, Holder's resulting injury may not be
adequately compensated by a remedy at law.  Accordingly, upon such breach,
Holder, at its election and without limitation of its other remedies, shall be

                                       11
<PAGE>

entitled to pursue a claim for specific performance of this Agreement, and
Company hereby waives the right to assert any defense thereto that Holder has an
adequate remedy at law. The parties expressly consent to the jurisdiction and
venue of the Fulton County Georgia, and the United States District Court for the
Northern District of Georgia for the adjudication of any civil action asserted
pursuant to this Paragraph.

     14.  Business Day Definition.  For purposes hereof, the term "business day"
          -----------------------
shall mean any day on which banks are generally open for business in the State
of New York, USA and excluding any Saturday and Sunday.

     15.  Notices.  Any notice, demand or request required or permitted to be
          -------
given by either the Company or the Subscriber pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally, or by facsimile (with a hard copy to follow by two day courier),
addressed to the Company at 1101 Northpoint Parkway, West Palm Beach, Florida
33407, (561) 478-5625 and with respect to the Holder as disclosed in the
Securities Purchase Agreement or such other addresses as a party may request by
notifying the other in writing.

     16.  Waiver.  Any waiver by the Company or the Holder hereof of a breach of
          ------
any provision of this Debenture shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Debenture. The failure of the Company or the Holder hereof to
insist upon strict adherence to any term of this Debenture on one or more
occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Debenture. Any waiver must be in writing.

     17.  Unenforceable Provisions.  If any provision of this Debenture is
          ------------------------
invalid, illegal or unenforceable, the balance of this Debenture shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.

                                       12
<PAGE>

                                   EXHIBIT A

                             NOTICE OF CONVERSION
                   (To be Executed by the Registered Holder
                      in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert the above Debenture
No(s).___________ into shares of Common Stock, $0.01 par value (the "Common
Stock"), of Saf T Lok Incorporated the ("Company") according to the conditions
hereof, as of the date written below. If shares are to be issued in the name of
a person other than undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates,
opinions, and signature guarantee as reasonably requested by the Company or its
Transfer Agent. 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 to the undersigned upon
conversion of the Debenture shall be made only pursuant to (i) registration of
the Common Stock under the Act or (ii) advice of counsel in a form reasonably
acceptable to the Company that such sale is exempt from registration required by
Section 5 under the Act.

     Conversion calculations:




_____________________               Signature: _______________________________
Date of Conversion                  Print Name:_______________________________
                                    Address:__________________________________
____________________________        __________________________________________
Applicable Conversion Price         __________________________________________

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