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Exhibit 10.34 Form of Secured Convertible Debenture due November 27, 2003

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF
COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN
COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.

SECURED CONVERTIBLE DEBENTURE

Valencia, California

November 27, 2002       $_________

FOR VALUE RECEIVED, CONECTISYS CORPORATION, a Colorado corporation
(hereinafter called the "Borrower"), hereby promises to pay to the order of
_______________________________________ or registered assigns (the
"Holder") the sum of _____________________________________ ($________), on
November 27, 2003 (the "Maturity Date"), and to pay interest on the unpaid
principal balance hereof at the rate of twelve percent (12%) per annum from
November 27, 2002 (the "Issue Date") until the same becomes due and
payable, whether at maturity or upon acceleration or by prepayment or
otherwise.  Any amount of principal or interest on this Debenture which is
not paid when due shall bear interest at the rate of fifteen percent (15%)
per annum from the due date thereof until the same is paid ("Default
Interest").  Interest shall commence accruing on the issue date, shall be
computed on the basis of a 365-day year and the actual number of days
elapsed and shall be payable, at the option of the Holder, either quarterly
on March 31, June 30, September 30 and December 31 of each year beginning
on December 31, 2002, or at the time of conversion of the principal to
which such interest relates in accordance with Article I below.  All
payments due hereunder (to the extent not converted into common stock, no
par value per share, of the Borrower (the "Common Stock") in accordance
with the terms hereof) shall be made in lawful money of the United States
of America or, at the option of the Company, in whole or in part, in shares
of Common Stock of the Borrower valued at the then applicable Conversion
Price (as defined herein). All payments shall be made at such address as
the Holder shall hereafter give to the Borrower by written notice made in
accordance with the provisions of this Debenture.  Whenever any amount
expressed to be due by the terms of this Debenture is due on any day which
is not a business day, the same shall instead be due on the next succeeding
day which is a business day and, in the case of any interest payment date
which is not the date on which this Debenture is paid in full, the
extension of the due date thereof shall not be taken into account for
purposes of determining the amount of interest due on such date.  As used
in this Debenture, the term "business day" shall mean any day other than a
Saturday, Sunday or a day on which commercial banks in the city of New
York, New York are authorized or required by law or executive order to
remain closed.  Each capitalized term used herein, and not otherwise
defined, shall have the meaning ascribed thereto in that certain Securities
Purchase Agreement, dated November 27, 2002, pursuant to which this
Debenture was originally issued (the "Purchase Agreement").

This Debenture is free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of stockholders of the Borrower and will not impose
personal liability upon the holder thereof.  The obligations of the
Borrower under this Debenture shall be secured by that certain Security
Agreement dated by and between the Borrower and the Holder of even date
herewith.

The following terms shall apply to this Debenture:

ARTICLE I.  CONVERSION RIGHTS

1.1     Conversion Right.  The Holder shall have the right from time to
time, and at any time on or prior to the earlier of (i) the Maturity Date
and (ii) the date of payment of the Default Amount (as defined in Article
III) pursuant to Section 1.6(a) or Article III, the Optional Prepayment
Amount (as defined in Section 5.1 or any payments pursuant to Section 1.7,
each in respect of the remaining outstanding principal amount of this
Debenture to convert all or any part of the outstanding and unpaid
principal amount of this Debenture into fully paid and non?assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or
any shares of capital stock or other securities of the Borrower into which
such Common Stock shall hereafter be changed or reclassified at the
conversion price  (the "Conversion Price") determined as provided herein (a
"Conversion"); provided, however, that in no event shall the Holder be
entitled to convert any portion of this Debenture in excess of that portion
of this Debenture upon conversion of which 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 or the
unexercised or unconverted portion of any other security of the Borrower
(including, without limitation, the warrants issued by the Borrower
pursuant to the Purchase Agreement) subject to a limitation on conversion
or exercise analogous to the limitations contained herein) and (2) the
number of shares of Common Stock issuable upon the conversion of the
portion of this Debenture 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 4.9% of the outstanding shares of Common
Stock.  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, and Regulations 13D?G
thereunder, except as otherwise provided in clause (1) of such proviso.
The Holder of this Debenture may waive the limitations set forth herein by
sixty-one (61) days written notice to the Company.  The number of shares of
Common Stock to be issued upon each conversion of this Debenture shall be
determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the
notice of conversion, in the form attached hereto as Exhibit A (the "Notice
of Conversion"), delivered to the Borrower by the Holder in accordance with
Section 1.4 below; provided that the Notice of Conversion is submitted by
facsimile (or by other means resulting in, or reasonably expected to result
in, notice) to the Borrower before 6:00 p.m., New York, New York time on
such conversion date (the "Conversion Date").  The term "Conversion Amount"
means, with respect to any conversion of this Debenture, the sum of (1) the
principal amount of this Debenture to be converted in such conversion plus
(2) accrued and unpaid interest, if any, on such principal amount at the
interest rates provided in this Debenture to the Conversion Date plus (3)
Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus (4) at the Holder's option, any
amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
pursuant to Section 2(c) of that certain Registration Rights Agreement,
dated as of November 27, 2002, executed in connection with the initial
issuance of this Debenture and the other Debentures issued on the Issue
Date (the "Registration Rights Agreement").

1.2     Conversion Price.

(a)     Calculation of Conversion Price.  The Conversion Price shall be the
lesser of (i) the Variable Conversion Price (as defined herein) and (ii)
the Fixed Conversion Price (as defined herein) (subject, in each case, to
equitable adjustments for stock splits, stock dividends or rights offerings
by the Borrower relating to the Borrower's securities or the securities of
any subsidiary of the Borrower, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events).  The
"Variable Conversion Price" shall mean the Applicable Percentage (as
defined herein) multiplied by the Market Price (as defined herein).
"Market Price" means the average of the lowest three (3) Trading Prices (as
defined below) for the Common Stock during the twenty (20) Trading Day
period ending one Trading Day prior to the date the Conversion Notice is
sent by the Holder to the Borrower via facsimile (the "Conversion Date").
"Trading Price" means, for any security as of any date, the intraday
trading price on the Over-the-Counter Bulletin Board (the "OTCBB") as
reported by a reliable reporting service mutually acceptable to and
hereafter designated by Holders of a majority in interest of the Debentures
and the Borrower or, if the OTCBB is not the principal trading market for
such security, the intraday trading price of such security on the principal
securities exchange or trading market where such security is listed or
traded or, if no intraday trading price of such security is available in
any of the foregoing manners, the average of the intraday trading prices of
any market makers for such security that are listed in the "pink sheets" by
the National Quotation Bureau, Inc.  If the Trading Price cannot be
calculated for such security on such date in the manner provided above, the
Trading Price shall be the fair market value as mutually determined by the
Borrower and the holders of a majority in interest of the Debentures being
converted for which the calculation of the Trading Price is required in
order to determine the Conversion Price of such Debentures.  "Trading Day"
shall mean any day on which the Common Stock is traded for any period on
the OTCBB, or on the principal securities exchange or other securities
market on which the Common Stock is then being traded.  "Applicable
Percentage" shall mean 50.0%.  The "Fixed Conversion Price" shall mean
$0.01.

(b)     Conversion Price During Major Announcements.  Notwithstanding
anything contained in Section 1.2(a) to the contrary, in the event the
Borrower (i) makes a public announcement that it intends to consolidate or
merge with any other corporation (other than a merger in which the Borrower
is the surviving or continuing corporation and its capital stock is
unchanged) or sell or transfer all or substantially all of the assets of
the Borrower or (ii) any person, group or entity (including the Borrower)
publicly announces a tender offer to purchase 50% or more of the Borrower's
Common Stock (or any other takeover scheme) (the date of the announcement
referred to in clause (i) or (ii) is hereinafter referred to as the
"Announcement Date"), then the Conversion Price shall, effective upon the
Announcement Date and continuing through the Adjusted Conversion Price
Termination Date (as defined below), be equal to the lower of (x) the
Conversion Price which would have been applicable for a Conversion
occurring on the Announcement Date and (y) the Conversion Price that would
otherwise be in effect. From and after the Adjusted Conversion Price
Termination Date, the Conversion Price shall be determined as set forth in
this Section 1.2(a).  For purposes hereof,  "Adjusted Conversion Price
Termination Date" shall mean, with respect to any proposed transaction or
tender offer (or takeover scheme) for which a public announcement as
contemplated by this Section 1.2(b) has been made, the date upon which the
Borrower (in the case of clause (i) above) or the person, group or entity
(in the case of clause (ii) above) consummates or publicly announces the
termination or abandonment of the proposed transaction or tender offer (or
takeover scheme) which caused this Section 1.2(b) to become operative.

1.3     Authorized Shares.  Subject to the Stockholder Approval (as defined
in Section 4(m) of the Purchase Agreement), the Borrower covenants that
during the period the conversion right exists, the Borrower will reserve
from its authorized and unissued Common Stock a sufficient number of
shares, free from preemptive rights, to provide for the issuance of Common
Stock upon the full conversion of this Debenture and the other Debentures
issued pursuant to the Purchase Agreement.  The Borrower is required at all
times to have authorized and reserved two times the number of shares that
is actually issuable upon full conversion of the Debentures (based on the
Conversion Price of the Debentures or the Exercise Price of the Warrants in
effect from time to time) (the "Reserved Amount").  The Reserved Amount
shall be increased from time to time in accordance with the Borrower's
obligations pursuant to Section 4(h) of the Purchase Agreement.  The
Borrower represents that upon issuance, such shares will be duly and
validly issued, fully paid and non?assessable.  In addition, if the
Borrower shall issue any securities or make any change to its capital
structure which would change the number of shares of Common Stock into
which the Debentures shall be convertible at the then current Conversion
Price, the Borrower shall at the same time make proper provision so that
thereafter there shall be a sufficient number of shares of Common Stock
authorized and reserved, free from preemptive rights, for conversion of the
outstanding Debentures.  The Borrower (i) acknowledges that it has
irrevocably instructed its transfer agent to issue certificates for the
Common Stock issuable upon conversion of this Debenture, and (ii) agrees
that its issuance of this Debenture shall constitute full authority to its
officers and agents who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this Debenture.

If, at any time a Holder of this Debenture submits a Notice of Conversion,
and the Borrower does not have sufficient authorized but unissued shares of
Common Stock available to effect such conversion in accordance with the
provisions of this Article I (a "Conversion Default"), subject to Section
4.8, the Borrower shall issue to the Holder all of the shares of Common
Stock which are then available to effect such conversion.  The portion of
this Debenture which the Holder included in its Conversion Notice and which
exceeds the amount which is then convertible into available shares of
Common Stock (the "Excess Amount") shall, notwithstanding anything to the
contrary contained herein, not be convertible into Common Stock in
accordance with the terms hereof until (and at the Holder's option at any
time after) the date additional shares of Common Stock are authorized by
the Borrower to permit such conversion, at which time the Conversion Price
in respect thereof shall be the lesser of (i) the Conversion Price on the
Conversion Default Date (as defined below) and (ii) the Conversion Price on
the Conversion Date thereafter elected by the Holder in respect thereof.
In addition, the Borrower shall pay to the Holder payments ("Conversion
Default Payments") for a Conversion Default in the amount of (x) the sum of
(1) the then outstanding principal amount of this Debenture plus (2)
accrued and unpaid interest on the unpaid principal amount of this
Debenture through the Authorization Date (as defined below) plus (3)
Default Interest, if any, on the amounts referred to in clauses (1) and/or
(2), multiplied by (y) .24, multiplied by (z) (N/365), where N = the number
of days from the day the holder submits a Notice of Conversion giving rise
to a Conversion Default (the "Conversion Default Date") to the date (the
"Authorization Date") that the Borrower authorizes a sufficient number of
shares of Common Stock to effect conversion of the full outstanding
principal balance of this Debenture.  The Borrower shall use its best
efforts to authorize a sufficient number of shares of Common Stock as soon
as practicable following the earlier of (i) such time that the Holder
notifies the Borrower or that the Borrower otherwise becomes aware that
there are or likely will be insufficient authorized and unissued shares to
allow full conversion thereof and (ii) a Conversion Default.  The Borrower
shall send notice to the Holder of the authorization of additional shares
of Common Stock, the Authorization Date and the amount of Holder's accrued
Conversion Default Payments.  The accrued Conversion Default Payments for
each calendar month shall be paid in cash or shall be convertible into
Common Stock (at such time as there are sufficient authorized shares of
Common Stock) at the applicable Conversion Price, at the Holder's option,
as follows:

(a)     In the event Holder elects to take such payment in cash, cash
payment shall be made to Holder by the fifth (5th) day of the month
following the month in which it has accrued; and

(b)     In the event Holder elects to take such payment in Common Stock,
the Holder may convert such payment amount into Common Stock at the
Conversion Price (as in effect at the time of conversion) at any time after
the fifth day of the month following the month in which it has accrued in
accordance with the terms of this Article I (so long as there is then a
sufficient number of authorized shares of Common Stock).

The Holder's election shall be made in writing to the Borrower at any time
prior to 6:00 p.m., New York, New York time, on the third day of the month
following the month in which Conversion Default payments have accrued.  If
no election is made, the Holder shall be deemed to have elected to receive
cash.  Nothing herein shall limit the Holder's right to pursue actual
damages (to the extent in excess of the Conversion Default Payments) for
the Borrower's failure to maintain a sufficient number of authorized shares
of Common Stock, and each holder shall have the right to pursue all
remedies available at law or in equity (including degree of specific
performance and/or injunctive relief).

1.4     Method of Conversion.

(a)     Mechanics of Conversion.  Subject to Section 1.1, this Debenture
may be converted by the Holder in whole or in part at any time from time to
time after the Issue Date, by (A) submitting to the Borrower a Notice of
Conversion (by facsimile or other reasonable means of communication
dispatched on the Conversion Date prior to 6:00 p.m., New York, New York
time) and (B) subject to Section 1.4(b), surrendering this Debenture at the
principal office of the Borrower.

(b)     Surrender of Debenture Upon Conversion.  Notwithstanding anything
to the contrary set forth herein, upon conversion of this Debenture in
accordance with the terms hereof, the Holder shall not be required to
physically surrender this Debenture to the Borrower unless the entire
unpaid principal amount of this Debenture is so converted.  The Holder and
the Borrower shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other method,
reasonably satisfactory to the Holder and the Borrower, so as not to
require physical surrender of this Debenture upon each such conversion.  In
the event of any dispute or discrepancy, such records of the Borrower shall
be controlling and determinative in the absence of manifest error.
Notwithstanding the foregoing, if any portion of this Debenture is
converted as aforesaid, the Holder may not transfer this Debenture unless
the Holder first physically surrenders this Debenture to the Borrower,
whereupon the Borrower will forthwith issue and deliver upon the order of
the Holder a new Debenture of like tenor, registered as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request,
representing in the aggregate the remaining unpaid principal amount of this
Debenture.  The Holder and any assignee, by acceptance of this Debenture,
acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Debenture, the unpaid and
unconverted principal amount of this Debenture represented by this
Debenture may be less than the amount stated on the face hereof.

(c)     Payment of Taxes.  The Borrower shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on
conversion of this Debenture in a name other than that of the Holder (or in
street name), and the Borrower shall not be required to issue or deliver
any such shares or other securities or property unless and until the person
or persons (other than the Holder or the custodian in whose street name
such shares are to be held for the Holder's account) requesting the
issuance thereof shall have paid to the Borrower the amount of any such tax
or shall have established to the satisfaction of the Borrower that such tax
has been paid.

(d)     Delivery of Common Stock Upon Conversion.  Upon receipt by the
Borrower from the Holder of a facsimile transmission (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements
for conversion as provided in this Section 1.4, the Borrower shall issue
and deliver or cause to be issued and delivered to or upon the order of the
Holder certificates for the Common Stock issuable upon such conversion
within two (2) business days after such receipt (and, solely in the case of
conversion of the entire unpaid principal amount hereof, surrender of this
Debenture) (such second business day being hereinafter referred to as the
"Deadline") in accordance with the terms hereof and the Purchase Agreement
(including, without limitation, in accordance with the requirements of
Section 2(g) of the Purchase Agreement that certificates for shares of
Common Stock issued on or after the effective date of the Registration
Statement upon conversion of this Debenture shall not bear any restrictive
legend).

(e)     Obligation of Borrower to Deliver Common Stock.  Upon receipt by
the Borrower of a Notice of Conversion, the Holder shall be deemed to be
the holder of record of the Common Stock issuable upon such conversion, the
outstanding principal amount and the amount of accrued and unpaid interest
on this Debenture shall be reduced to reflect such conversion, and, unless
the Borrower defaults on its obligations under this Article I, all rights
with respect to the portion of this Debenture being so converted shall
forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such conversion.
If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower's obligation to issue and deliver the certificates for Common
Stock shall be absolute and unconditional, irrespective of the absence of
any action by the Holder to enforce the same, any waiver or consent with
respect to any provision thereof, the recovery of any judgment against any
person or any action to enforce the same, any failure or delay in the
enforcement of any other obligation of the Borrower to the holder of
record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the
Borrower, and irrespective of any other circumstance which might otherwise
limit such obligation of the Borrower to the Holder in connection with such
conversion.  The Conversion Date specified in the Notice of Conversion
shall be the Conversion Date so long as the Notice of Conversion is
received by the Borrower before 6:00 p.m., New York, New York time, on such
date.

(f)     Delivery of Common Stock by Electronic Transfer.  In lieu of
delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower's transfer agent is participating in
the Depository Trust Company ("DTC") Fast Automated Securities Transfer
("FAST") program, upon request of the Holder and its compliance with the
provisions contained in Section 1.1 and in this Section 1.4, the Borrower
shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by
crediting the account of Holder's Prime Broker with DTC through its Deposit
Withdrawal Agent Commission ("DWAC") system.

(g)     Failure to Deliver Common Stock Prior to Deadline.  Without in any
way limiting the Holder's right to pursue other remedies, including actual
damages and/or equitable relief, the parties agree that if delivery of the
Common Stock issuable upon conversion of this Debenture is more than three
(3) days after the Deadline (other than a failure due to the circumstances
described in Section 1.3 above, which failure shall be governed by such
Section) the Borrower shall pay to the Holder $2,000 per day in cash, for
each day beyond the Deadline that the Borrower fails to deliver such Common
Stock.  Such cash amount shall be paid to Holder by the fifth day of the
month following the month in which it has accrued or, at the option of the
Holder (by written notice to the Borrower by the first day of the month
following the month in which it has accrued), shall be added to the
principal amount of this Debenture, in which event interest shall accrue
thereon in accordance with the terms of this Debenture and such additional
principal amount shall be convertible into Common Stock in accordance with
the terms of this Debenture.

1.5     Concerning the Shares.  The shares of Common Stock issuable upon
conversion of this Debenture may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the
Act or (ii) the Borrower or its transfer agent shall have been furnished
with an opinion of  counsel (which opinion shall be in form, substance and
scope customary for opinions of counsel in comparable transactions) to the
effect that the shares to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration or (iii) such shares are
sold or transferred pursuant to Rule 144 under the Act (or a successor
rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate"
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an
Accredited Investor (as defined in the Purchase Agreement).  Except as
otherwise provided in the Purchase Agreement (and subject to the removal
provisions set forth below), until such time as the shares of Common Stock
issuable upon conversion of this Debenture have been registered under the
Act as contemplated by the Registration Rights Agreement or otherwise may
be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of this
Debenture that has not been so included in an effective registration
statement or that has not been sold pursuant to an effective registration
statement or an exemption that permits removal of the legend, shall bear a
legend substantially in the following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT  UNLESS SOLD
PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT."

The legend set forth above shall be removed and the Borrower shall issue to
the Holder a new certificate therefor free of any transfer legend if (i)
the Borrower or its transfer agent shall have received an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or transfer of
such Common Stock may be made without registration under the Act and the
shares are so sold or transferred, (ii) such Holder provides the Borrower
or its transfer agent with reasonable assurances that the Common Stock
issuable upon conversion of this Debenture (to the extent such securities
are deemed to have been acquired on the same date) can be sold pursuant to
Rule 144 or (iii) in the case of the Common Stock issuable upon conversion
of this Debenture, such security is registered for sale by the Holder under
an effective registration statement filed under the Act or otherwise may be
sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold.
Nothing in this Debenture shall (i) limit the Borrower's obligation under
the Registration Rights Agreement or (ii) affect in any way the Holder's
obligations to comply with applicable prospectus delivery requirements upon
the resale of the securities referred to herein.

1.6     Effect of Certain Events.

(a)     Effect of Merger, Consolidation, Etc.  At the option of the Holder,
the sale, conveyance or disposition of all or substantially all of the
assets of the Borrower, the effectuation by the Borrower of a transaction
or series of related transactions in which more than 50% of the voting
power of the Borrower is disposed of, or the consolidation, merger or other
business combination of the Borrower with or into any other Person (as
defined below) or Persons when the Borrower is not the survivor shall
either:  (i) be deemed to be an Event of Default (as defined in Article
III) pursuant to which the Borrower shall be required to pay to the Holder
upon the consummation of and as a condition to such transaction an amount
equal to the Default Amount (as defined in Article III) or (ii) be treated
pursuant to Section 1.6(b) hereof.  "Person" shall mean any individual,
corporation, limited liability company, partnership, association, trust or
other entity or organization.

(b)     Adjustment Due to Merger, Consolidation, Etc.If, at any time when
this Debenture is issued and outstanding and prior to conversion of all of
the 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 Borrower shall be changed
into the same or a different number of shares of another class or classes
of stock or securities of the Borrower or another entity, or in case of any
sale or conveyance of all or substantially all of the assets of the
Borrower other than in connection with a plan of complete liquidation of
the Borrower, then the Holder of this Debenture shall thereafter have the
right to receive upon conversion of this Debenture, 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 stock,
securities or assets which the Holder would have been entitled to receive
in such transaction had this Debenture been converted in full immediately
prior to such transaction (without regard to any limitations on conversion
set forth herein), and in any such case appropriate provisions shall be
made with respect to the rights and interests of the Holder of this
Debenture 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 of the Debenture) shall
thereafter be applicable, as nearly as may be practicable in relation to
any securities or assets thereafter deliverable upon the conversion hereof.
The Borrower shall not effect any transaction described in this Section
1.6(b) unless (a) it first gives, to the extent practicable, thirty (30)
days prior written notice (but in any event at least fifteen (15) days
prior written notice) of the record date of the special meeting of
stockholders to approve, or if there is no such record date, the
consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets
(during which time the Holder shall be entitled to convert this Debenture)
and (b) the resulting successor or acquiring entity (if not the Borrower)
assumes by written instrument the obligations of this Section 1.6(b).  The
above provisions shall similarly apply to successive consolidations,
mergers, sales, transfers or share exchanges.

(c)     Adjustment Due to Distribution.  If the Borrower shall declare or
make any distribution of its assets (or rights to acquire its assets) to
holders of Common Stock as a dividend, stock repurchase, by way of return
of capital or otherwise (including any dividend or distribution to the
Borrower's shareholders in cash or shares (or rights to acquire shares) of
capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"), then
the Holder of this Debenture shall be entitled, upon any conversion of this
Debenture after the date of record for determining shareholders entitled to
such Distribution, to receive the amount of such assets which would have
been payable to the Holder with respect to the shares of Common Stock
issuable upon such conversion had such Holder been the holder of such
shares of Common Stock on the record date for the determination of
shareholders entitled to such Distribution.

(d)     Adjustment Due to Dilutive Issuance.  If, at any time when any
Debentures are issued and outstanding, the Borrower issues or sells, or in
accordance with this Section 1.6(d) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a
consideration per share (before deduction of reasonable expenses or
commissions or underwriting discounts or allowances in connection
therewith) less than the Fixed Conversion Price in effect on the date of
such issuance (or deemed issuance) of such shares of Common Stock (a
"Dilutive Issuance"), then immediately upon the Dilutive Issuance, the
Fixed Conversion Price will be reduced to the amount of the consideration
per share received by the Borrower in such Dilutive Issuance; provided that
only one adjustment will be made for each Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock
if the Borrower in any manner issues or grants any warrants, rights or
options, whether or not immediately exercisable, to subscribe for or to
purchase Common Stock or other securities convertible into or exchangeable
for Common Stock ("Convertible Securities") (such warrants, rights and
options to purchase Common Stock or Convertible Securities are hereinafter
referred to as "Options") and the price per share for which Common Stock is
issuable upon the exercise of such Options is less than the Fixed
Conversion Price then in effect, then the Fixed Conversion Price shall be
equal to such price per share.  For purposes of the preceding sentence, the
"price per share for which Common Stock is issuable upon the exercise of
such Options" is determined by dividing (i) the total amount, if any,
received or receivable by the Borrower as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Borrower upon the exercise
of all such Options, plus, in the case of Convertible Securities issuable
upon the exercise of such Options, the minimum aggregate amount of
additional consideration payable upon the conversion or exchange thereof at
the time such Convertible Securities first become convertible or
exchangeable, by (ii) the maximum total number of shares of Common Stock
issuable upon the exercise of all such Options (assuming full conversion of
Convertible Securities, if applicable).  No further adjustment to the
Conversion Price will be made upon the actual issuance of such Common Stock
upon the exercise of such Options or upon the conversion or exchange of
Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of
Common Stock if the Borrower in any manner issues or sells any Convertible
Securities, whether or not immediately convertible (other than where the
same are issuable upon the exercise of Options), and the price per share
for which Common Stock is issuable upon such conversion or exchange is less
than the Fixed Conversion Price then in effect, then the Fixed Conversion
Price shall be equal to such price per share.  For the purposes of the
preceding sentence, the "price per share for which Common Stock is issuable
upon such conversion or exchange" is determined by dividing (i) the total
amount, if any, received or receivable by the Borrower as consideration for
the issuance or sale of all such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Borrower upon the conversion or exchange thereof at the time such
Convertible Securities first become convertible or exchangeable, by (ii)
the maximum total number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities.  No further
adjustment to the Fixed Conversion Price will be made upon the actual
issuance of such Common Stock upon conversion or exchange of such
Convertible Securities.

(e)     Purchase Rights.  If, at any time when any Debentures are issued
and outstanding, the Borrower issues any convertible securities or rights
to purchase stock, warrants, securities or other property (the "Purchase
Rights") pro rata to the record holders of any class of Common Stock, then
the Holder of this Debenture will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which
such Holder could have acquired if such Holder had held the number of
shares of Common Stock acquirable upon complete conversion of this
Debenture (without regard to any limitations on conversion contained
herein) immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights or, if no such record is
taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

(f)     Notice of Adjustments.  Upon the occurrence of each adjustment or
readjustment of the Conversion Price as a result of the events described in
this Section 1.6, the Borrower, at its expense, shall promptly compute such
adjustment or readjustment and prepare and furnish to the Holder of a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.  The
Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or
readjustment, (ii) the Conversion Price at the time in effect and (iii) the
number of shares of Common Stock and the amount, if any, of other
securities or property which at the time would be received upon conversion
of the Debenture.

1.7     Trading Market Limitations.  Unless permitted or not prohibited by
the applicable rules and regulations of the principal securities market on
which the Common Stock is then listed or traded, in no event shall the
Borrower issue upon conversion of or otherwise pursuant to this Debenture
and the other Debentures issued pursuant to the Purchase Agreement more
than the maximum number of shares of Common Stock that the Borrower can
issue pursuant to any rule of the principal United States securities market
on which the Common Stock is then traded (the "Maximum Share Amount"),
which, as of the Issue Date shall be 17,263,198 shares (19.99% of the total
shares outstanding on the Issue Date), subject to equitable adjustment from
time to time for stock splits, stock dividends, combinations, capital
reorganizations and similar events relating to the Common Stock occurring
after the date hereof.  Once the Maximum Share Amount has been issued (the
date of which is hereinafter referred to as the "Maximum Conversion Date"),
if the Borrower fails to eliminate any prohibitions under applicable law or
the rules or regulations of any stock exchange, interdealer quotation
system or other self-regulatory organization with jurisdiction over the
Borrower or any of its securities on the Borrower's ability to issue shares
of Common Stock in excess of the Maximum Share Amount (a "Trading Market
Prepayment Event"), in lieu of any further right to convert this Debenture,
and in full satisfaction of the Borrower's obligations under this
Debenture, the Borrower shall pay to the Holder, within fifteen (15)
business days of the Maximum Conversion Date (the "Trading Market
Prepayment Date"), an amount equal to 130% times the sum of (a) the then
outstanding principal amount of this Debenture immediately following the
Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid
principal amount of this Debenture to the Trading Market Prepayment Date,
plus (c) Default Interest, if any, on the amounts referred to in clause (a)
and/or (b) above, plus (d) any optional amounts that may be added thereto
at the Maximum Conversion Date by the Holder in accordance with the terms
hereof (the then outstanding principal amount of this Debenture immediately
following the Maximum Conversion Date, plus the amounts referred to in
clauses (b), (c) and (d) above shall collectively be referred to as the
"Remaining Convertible Amount").  With respect to each Holder of
Debentures, the Maximum Share Amount shall refer to such Holder's pro rata
share thereof determined in accordance with Section 4.8 below.  In the
event that the sum of (x) the aggregate number of shares of Common Stock
issued upon conversion of this Debenture and the other Debentures issued
pursuant to the Purchase Agreement plus (y) the aggregate number of shares
of Common Stock that remain issuable upon conversion of this Debenture and
the other Debentures issued pursuant to the Purchase Agreement, represents
at least one hundred percent (100%) of the Maximum Share Amount (the
"Triggering Event"), the Borrower will use its best efforts to seek and
obtain Stockholder Approval (or obtain such other relief as will allow
conversions hereunder in excess of the Maximum Share Amount) as soon as
practicable following the Triggering Event and before the Maximum
Conversion Date.  As used herein, "Stockholder Approval" means approval by
the stockholders of the Borrower to authorize the issuance of the full
number of shares of Common Stock which would be issuable upon full
conversion of the then outstanding Debentures but for the Maximum Share
Amount.

1.8     Status as Stockholder.  Upon submission of a Notice of Conversion
by a Holder, (i) the shares covered thereby (other than the shares, if any,
which cannot be issued because their issuance would exceed such Holder's
allocated portion of the Reserved Amount or Maximum Share Amount) shall be
deemed converted into shares of Common Stock and (ii) the Holder's rights
as a Holder of such converted portion of this Debenture shall cease and
terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available
at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms  of this Debenture.  Notwithstanding the foregoing,
if a Holder has not received certificates for all shares of Common Stock
prior to the tenth (10th) business day after the expiration of the Deadline
with respect to a conversion of any portion of this Debenture for any
reason, then (unless the Holder otherwise elects to retain its status as a
holder of Common Stock by so notifying the Borrower) the Holder shall
regain the rights of a Holder of this Debenture with respect to such
unconverted portions of this Debenture and the Borrower shall, as soon as
practicable, return such unconverted Debenture to the Holder or, if the
Debenture has not been surrendered, adjust its records to reflect that such
portion of this Debenture has not been converted.  In all cases, the Holder
shall retain all of its rights and remedies (including, without limitation,
(i) the right to receive Conversion Default Payments pursuant to Section
1.3 to the extent required thereby for such Conversion Default and any
subsequent Conversion Default and (ii) the right to have the Conversion
Price with respect to subsequent conversions determined in accordance with
Section 1.3) for the Borrower's failure to convert this Debenture.

ARTICLE II.  CERTAIN COVENANTS

2.1     Distributions on Capital Stock.  So long as the Borrower shall have
any obligation under this Debenture, the Borrower shall not without the
Holder's written consent (a) pay, declare or set apart for such payment,
any dividend or other distribution (whether in cash, property or other
securities) on shares of capital stock other than dividends on shares of
Common Stock solely in the form of additional shares of Common Stock or (b)
directly or indirectly or through any subsidiary make any other payment or
distribution in respect of its capital stock except for distributions
pursuant to any shareholders' rights plan which is approved by a majority
of the Borrower's disinterested directors.

2.2     Restriction on Stock Repurchases.  So long as the Borrower shall
have any obligation under this Debenture, the Borrower shall not without
the Holder's written consent redeem, repurchase or otherwise acquire
(whether for cash or in exchange for property or other securities or
otherwise) in any one transaction or series of related transactions any
shares of capital stock of the Borrower or any warrants, rights or options
to purchase or acquire any such shares.

2.3     Borrowings.  So long as the Borrower shall have any obligation
under this Debenture, the Borrower shall not, without the Holder's written
consent, create, incur, assume or suffer to exist any liability for
borrowed money, except (a) borrowings in existence or committed on the date
hereof and of which the Borrower has informed Holder in writing prior to
the date hereof, (b) indebtedness to trade creditors or lenders incurred in
the ordinary course of business or (c) borrowings, the proceeds of which
shall be used to repay this Debenture.

2.4     Sale of Assets.  So long as the Borrower shall have any obligation
under this Debenture, the Borrower shall not, without the Holder's written
consent, sell, lease or otherwise dispose of any significant portion of its
assets outside the ordinary course of business.  Any consent to the
disposition of any assets may be conditioned on a specified use of the
proceeds of disposition.

2.5     Advances and Loans.  So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the
Holder's written consent, lend money, give credit or make advances to any
person, firm, joint venture or corporation, including, without limitation,
officers, directors, employees, subsidiaries and affiliates of the
Borrower, except loans, credits or advances (a) in existence or committed
on the date hereof and which the Borrower has informed Holder in writing
prior to the date hereof, (b) made in the ordinary course of business or
(c) not in excess of $50,000.

2.6     Contingent Liabilities.  So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the
Holder's written consent, assume, guarantee, endorse, contingently agree to
purchase or otherwise become liable upon the obligation of any person,
firm, partnership, joint venture or corporation, except by the endorsement
of negotiable instruments for deposit or collection and except assumptions,
guarantees, endorsements and contingencies (a) in existence or committed on
the date hereof and which the Borrower has informed Holder in writing prior
to the date hereof, and (b) similar transactions in the ordinary course of
business.

ARTICLE III.  EVENTS OF DEFAULT

If any of the following events of default (each, an "Event of Default")
shall occur:

3.1     Failure to Pay Principal or Interest.  The Borrower fails to pay
the principal hereof or interest thereon when due on this Debenture,
whether at maturity, upon a Trading Market Prepayment Event pursuant to
Section 1.7, upon acceleration or otherwise.

3.2     Conversion and the Shares.  The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens that it will not
honor its obligation to do so) upon exercise by the Holder of the
conversion rights of the Holder in accordance with the terms of this
Debenture (for a period of at least sixty (60) days, if such failure is
solely as a result of the circumstances governed by Section 1.3 and the
Borrower is using its best efforts to authorize a sufficient number of
shares of Common Stock as soon as practicable), fails to transfer or cause
its transfer agent to transfer (electronically or in certificated form) any
certificate for shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Debenture as and when required by this
Debenture or the Registration Rights Agreement, or fails to remove any
restrictive legend (or to withdraw any stop transfer instructions in
respect thereof) on any certificate for any shares of Common Stock issued
to the Holder upon conversion of or otherwise pursuant to this Debenture as
and when required by this Debenture or the Registration Rights Agreement
(or makes any announcement, statement or threat that it does not intend to
honor the obligations described in this paragraph) and any such failure
shall continue uncured (or any announcement, statement or threat not to
honor its obligations shall not be rescinded in writing) for ten (10) days
after the Borrower shall have been notified thereof in writing by the
Holder.

3.3     Failure to Timely File Registration or Effect Registration.  The
Borrower fails to file the Registration Statement within forty-five (45)
days following the Closing Date (as defined in the Purchase Agreement) or
obtain effectiveness with the Securities and Exchange Commission of the
Registration Statement within one hundred twenty (120) days following the
Closing Date or such Registration Statement lapses in effect (or sales
cannot otherwise be made thereunder effective, whether by reason of the
Borrower's failure to amend or supplement the prospectus included therein
in accordance with the Registration Rights Agreement or otherwise) for more
than twenty (20) consecutive days or forty (40) days in any twelve month
period after the Registration Statement becomes effective;

3.4     Breach of Covenants.  The Borrower breaches any material covenant
or other material term or condition contained in Sections 1.3, 1.6 or 1.7
of this Debenture, or Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the
Purchase Agreement and such breach continues for a period of ten (10) days
after written notice thereof to the Borrower from the Holder;

3.5     Breach of Representations and Warranties.  Any representation or
warranty of the Borrower made herein or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith
(including, without limitation, the Purchase Agreement and the Registration
Rights Agreement), shall be false or misleading in any material respect
when made and the breach of which has (or with the passage of time will
have) a material adverse effect on the rights of the Holder with respect to
this Debenture, the Purchase Agreement or the Registration Rights
Agreement;

3.6     Receiver or Trustee.  The Borrower or any subsidiary of the
Borrower shall make an assignment for the benefit of creditors, or apply
for or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business, or such a receiver or trustee
shall otherwise be appointed;

3.7     Judgments.  Any money judgment, writ or similar process shall be
entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $50,000, and shall remain
unvacated, unbonded or unstayed for a period of twenty (20) days unless
otherwise consented to by the Holder, which consent will not be
unreasonably withheld;

3.8     Bankruptcy.  Bankruptcy, insolvency, reorganization or 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
Borrower or any subsidiary of the Borrower; or

3.9     Delisting of Common Stock.  The Borrower shall fail to maintain the
listing of the Common Stock on at least one of the OTCBB, the Nasdaq
National Market, the Nasdaq SmallCap Market, the New York Stock Exchange,
or the American Stock Exchange;

3.10    Default Under Other Debentures.  An Event of Default has occurred
and is continuing under any of the other Debentures issued pursuant to the
Purchase Agreement.

then, upon the occurrence and during the continuation of any Event of
Default specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at
the option of the Holders of a majority of the aggregate principal amount
of the outstanding Debentures issued pursuant to the Purchase Agreement
exercisable through the delivery of written notice to the Borrower by such
Holders (the "Default Notice"), and upon the occurrence of an Event of
Default specified in Section 3.6 or 3.8, the Debentures shall become
immediately due and payable and the Borrower shall pay to the Holder, in
full satisfaction of its obligations hereunder, an amount equal to the
greater of (i) 130% times the sum of (w) the then outstanding principal
amount of this Debenture plus (x) accrued and unpaid interest on the unpaid
principal amount of this Debenture to the date of payment (the "Mandatory
Prepayment Date") plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and/or (x) plus (z) any amounts owed to the
Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section
2(c) of the Registration Rights Agreement (the then outstanding principal
amount of this Debenture to the date of payment plus the amounts referred
to in clauses (x), (y) and (z) shall collectively be known as the "Default
Sum") or (ii) the "parity value" of the Default Sum to be prepaid, where
parity value means (a) the highest number of shares of Common Stock
issuable upon conversion of or otherwise pursuant to such Default Sum in
accordance with Article I, treating the Trading Day immediately preceding
the Mandatory Prepayment Date as the "Conversion Date" for purposes of
determining the lowest applicable Conversion Price, unless the Default
Event arises as a result of a breach in respect of a specific Conversion
Date in which case such Conversion Date shall be the Conversion Date),
multiplied by (b) the highest Closing Price for the Common Stock during the
period beginning on the date of first occurrence of the Event of Default
and ending one day prior to the Mandatory Prepayment Date (the "Default
Amount") and all other amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which
hereby are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection, and the Holder shall be
entitled to exercise all other rights and remedies available at law or in
equity.  If the Borrower fails to pay the Default Amount within five (5)
business days of written notice that such amount is due and payable, then
the Holder shall have the right at any time, so long as the Borrower
remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Borrower, upon written notice, to
immediately issue, in lieu of the Default Amount, the number of shares of
Common Stock of the Borrower equal to the Default Amount divided by the
Conversion Price then in effect.

ARTICLE IV.  MISCELLANEOUS

4.1     Failure or Indulgence Not Waiver.  No failure or delay on the part
of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privileges.  All rights and
remedies existing hereunder are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

4.2     Notices.  Any notice herein required or permitted to be given shall
be in writing and may be personally served or delivered by courier or sent
by United States mail and shall be deemed to have been given upon receipt
if personally served (which shall include telephone line facsimile
transmission) or sent by courier or three (3) days after being deposited in
the United States mail, certified, with postage pre?paid and properly
addressed, if sent by mail.  For the purposes hereof, the address of the
Holder shall be as shown on the records of the Borrower; and the address of
the Borrower shall be 24370 Avenue Tibbitts, Suite 130, Valencia,
California  91355, facsimile number:  661-295-5981).  Both the Holder and
the Borrower may change the address for service by service of written
notice to the other as herein provided.

4.3     Amendments.  This Debenture and any provision hereof may only be
amended by an instrument in writing signed by the Borrower and the Holder.
The term "Debenture" and all reference thereto, as used throughout this
instrument, shall mean this instrument (and the other Debentures issued
pursuant to the Purchase Agreement) as originally executed, or if later
amended or supplemented, then as so amended or supplemented.

4.4     Assignability.  This Debenture shall be binding upon the Borrower
and its successors and assigns, and shall inure to be the benefit of the
Holder and its successors and assigns.  Each transferee of this Debenture
must be an "accredited investor" (as defined in Rule 501(a) of the 1933
Act).  Notwithstanding anything in this Debenture to the contrary, this
Debenture may be pledged as collateral in connection with a bona fide
margin account or other lending arrangement.

4.5     Cost of Collection.  If default is made in the payment of this
Debenture, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys' fees.

4.6     Governing Law.  THIS DEBENTURE SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER HEREBY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
DEBENTURE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING
HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE
JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING
UNDER THIS DEBENTURE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,
INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION
WITH SUCH DISPUTE.

4.7     Certain Amounts.  Whenever pursuant to this Debenture the Borrower
is required to pay an amount in excess of the outstanding principal amount
(or the portion thereof required to be paid at that time) plus accrued and
unpaid interest plus Default Interest on such interest, the Borrower and
the Holder agree that the actual damages to the Holder from the receipt of
cash payment on this Debenture may be difficult to determine and the amount
to be so paid by the Borrower represents stipulated damages and not a
penalty and is intended to compensate the Holder in part for loss of the
opportunity to convert this Debenture and to earn a return from the sale of
shares of Common Stock acquired upon conversion of this Debenture at a
price in excess of the price paid for such shares pursuant to this
Debenture.  The Borrower and the Holder hereby agree that such amount of
stipulated damages is not plainly disproportionate to the possible loss to
the Holder from the receipt of a cash payment without the opportunity to
convert this Debenture into shares of Common Stock.

4.8     Allocations of Maximum Share Amount and Reserved Amount.  The
Maximum Share Amount and Reserved Amount shall be allocated pro rata among
the Holders of Debentures based on the principal amount of such Debentures
issued to each Holder.  Each increase to the Maximum Share Amount and
Reserved Amount shall be allocated pro rata among the Holders of Debentures
based on the principal amount of such Debentures held by each Holder at the
time of the increase in the Maximum Share Amount or Reserved Amount.  In
the event a Holder shall sell or otherwise transfer any of such Holder's
Debentures, each transferee shall be allocated a pro rata portion of such
transferor's Maximum Share Amount and Reserved Amount.  Any portion of the
Maximum Share Amount or Reserved Amount which remains allocated to any
person or entity which does not hold any Debentures shall be allocated to
the remaining Holders of Debentures, pro rata based on the principal amount
of such Debentures then held by such Holders.

4.9     Damages Shares.  The shares of Common Stock that may be issuable to
the Holder pursuant to Sections 1.3 and 1.4(g) hereof and pursuant to
Section 2(c) of the Registration Rights Agreement ("Damages Shares") shall
be treated as Common Stock issuable upon conversion of this Debenture for
all purposes hereof and shall be subject to all of the limitations and
afforded all of the rights of the other shares of Common Stock issuable
hereunder, including without limitation, the right to be included in the
Registration Statement filed pursuant to the Registration Rights Agreement.
For purposes of calculating interest payable on the outstanding principal
amount hereof, except as otherwise provided herein, amounts convertible
into Damages Shares ("Damages Amounts") shall not bear interest but must be
converted prior to the conversion of any outstanding principal amount
hereof, until the outstanding Damages Amounts is zero.

4.10    Denominations.  At the request of the Holder, upon surrender of
this Debenture, the Borrower shall promptly issue new Debentures in the
aggregate outstanding principal amount hereof, in the form hereof, in such
denominations of at least $50,000 as the Holder shall request.

4.11    Purchase Agreement.  By its acceptance of this Debenture, each
Holder agrees to be bound by the applicable terms of the Purchase
Agreement.

4.12    Notice of Corporate Events.  Except as otherwise provided below,
the Holder of this Debenture shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Debenture into
Common Stock.  The Borrower shall provide the Holder with prior
notification of any meeting of the Borrower's shareholders (and copies of
proxy materials and other information sent to shareholders).  In the event
of any taking by the Borrower of a record of its shareholders for the
purpose of determining shareholders who are entitled to receive payment of
any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation,
reclassification or recapitalization) any share of any class or any other
securities or property, or to receive any other right, or for the purpose
of determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the
assets of the Borrower or any proposed liquidation, dissolution or winding
up of the Borrower, the Borrower shall mail a notice to the Holder, at
least twenty (20) days prior to the record date specified therein (or
thirty (30) days prior to the consummation of the transaction or event,
whichever is earlier), of the date on which any such record is to be taken
for the purpose of such dividend, distribution, right or other event, and a
brief statement regarding the amount and character of such dividend,
distribution, right or other event to the extent known at such time.  The
Borrower shall make a public announcement of any event requiring
notification to the Holder hereunder substantially simultaneously with the
notification to the Holder in accordance with the terms of this Section
4.12.

4.13    Remedies.  The Borrower acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder, by
vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Borrower acknowledges that the remedy at law for a breach
of its obligations under this Debenture will be inadequate and agrees, in
the event of a breach or threatened breach by the Borrower of the
provisions of this Debenture, that the Holder shall be entitled, in
addition to all other available remedies at law or in equity, and in
addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Debenture
and to enforce specifically the terms and provisions thereof, without the
necessity of showing economic loss and without any bond or other security
being required.

ARTICLE V.  OPTIONAL PREPAYMENT

5.1     Optional Prepayment.  Notwithstanding anything to the contrary
contained in this Article V, for not more than thirty (30) days from the
date hereof, so long as (i) no Event of Default or Trading Market
Prepayment Event shall have occurred and be continuing, and (ii) the
Borrower has a sufficient number of authorized shares of Common Stock
reserved for issuance upon full conversion of the Debentures, then at any
time after the Issue Date, the Borrower shall have the right, exercisable
on not less than ten (10) Trading Days prior written notice to the Holders
of the Debentures (which notice may not be sent to the Holders of the
Debentures until the Borrower is permitted to prepay the Debentures
pursuant to this Section 5.1), to prepay all of the outstanding Debentures
in accordance with this Section 5.1.  Any notice of prepayment hereunder
(an "Optional Prepayment") shall be delivered to the Holders of the
Debentures at their registered addresses appearing on the books and records
of the Borrower and shall state (1) that the Borrower is exercising its
right to prepay all of the Debentures issued on the Issue Date and (2) the
date of prepayment (the "Optional Prepayment Notice").  On the date fixed
for prepayment (the "Optional Prepayment Date"), the Borrower shall make
payment of the Optional Prepayment Amount (as defined below) to or upon the
order of the Holders as specified by the Holders in writing to the Borrower
at least one (1) business day prior to the Optional Prepayment Date.  If
the Borrower exercises its right to prepay the Debentures, the Borrower
shall make payment to the holders of an amount in cash (the "Optional
Prepayment Amount") equal to 130% multiplied by the sum of (w) the then
outstanding principal amount of this Debenture plus (x) accrued and unpaid
interest on the unpaid principal amount of this Debenture to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred
to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant
to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of the
Registration Rights Agreement (the then outstanding principal amount of
this Debenture to the date of payment plus the amounts referred to in
clauses (x), (y) and (z) shall collectively be known as the "Optional
Prepayment Sum"). Notwithstanding notice of an Optional Prepayment, the
Holders shall at all times prior to the Optional Prepayment Date maintain
the right to convert all or any portion of the Debentures in accordance
with Article I and any portion of Debentures so converted after receipt of
an Optional Prepayment Notice and prior to the Optional Prepayment Date set
forth in such notice and payment of the aggregate Optional Prepayment
Amount shall be deducted from the principal amount of Debentures which are
otherwise subject to prepayment pursuant to such notice.  If the Borrower
delivers an Optional Prepayment Notice and fails to pay the Optional
Prepayment Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall
forever forfeit its right to redeem the Debentures pursuant to this Section
5.1.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its
name by its duly authorized officer this 27th day of November, 2002.

CONECTISYS CORPORATION

By:______________________________
Robert A. Spigno
Chief Executive Officer

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder
in order to Convert the Debentures)
The undersigned hereby irrevocably elects to convert $________principal
amount of the Debenture (defined below) into shares of common stock, no par
value per share ("Common Stock"), of Conectisys Corporation, a Colorado
corporation (the "Borrower") according to the conditions of the convertible
debentures of the Borrower dated as of November 27, 2002 (the
"Debentures"), as of the date written below.  If securities 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 and is delivering
herewith such certificates.  No fee will be charged to the Holder for any
conversion, except for transfer taxes, if any.  A copy of each Debenture is
attached hereto (or evidence of loss, theft or destruction thereof). The
Borrower shall electronically transmit the Common Stock issuable pursuant
to this Notice of Conversion to the account of the undersigned or its
nominee with DTC through its Deposit Withdrawal Agent Commission system (
"DWAC Transfer").
Name of DTC Prime Broker:
Account Number:
In lieu of receiving shares of Common Stock issuable pursuant to this
Notice of Conversion by way of a DWAC Transfer, the undersigned hereby
requests that the Borrower issue a certificate or certificates for the
number of shares of Common Stock set forth below (which numbers are based
on the Holder's calculation attached hereto) in the name(s) specified
immediately below or, if additional space is necessary, on an attachment
hereto:

Name:

Address:

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable to the undersigned upon conversion
of the Debentures shall be made pursuant to registration of the securities
under the Securities Act of 1933, as amended (the "Act"), or pursuant to an
exemption from registration under the Act.

Date of Conversion:___________________________
Applicable Conversion Price:____________________
Number of Shares of Common Stock to be Issued Pursuant to
Conversion of the Debentures:______________
Signature:___________________________________
Name:______________________________________
Address:____________________________________
The Borrower shall issue and deliver shares of Common Stock to an overnight
courier not later than three business days following receipt of the
original Debenture(s) to be converted, and shall make payments pursuant to
the Debentures for the number of business days such issuance and delivery
is late.