<PAGE>


                                                                     EXHIBIT 4.4

         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 UNDER SAID
         ACT.

                                     AMENDED

                                    SERIES I

                              CONVERTIBLE DEBENTURE

Denver, Colorado
October 1, 2002                                                      $250,000

            FOR VALUE RECEIVED, Navidec, Inc., a Colorado corporation
(hereinafter called the "Borrower"), hereby promises to pay to the order of
____________________________or registered assigns (the "Holder") the sum of Two
Hundred Fifty Thousand Dollars ($250,000), on February 29, 2004 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at the rate
of five percent (5%) per annum from October 1, 2002 (the "Issue Date") until the
same becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise. Borrower will pay interest only monthly on the first
day of each month commencing on November 1, 2002, to the Holders of record
immediately preceding the respective interest payment date. Interest shall
commence accruing on the Issue Date, shall be computed on the basis of a 360-day
year and the actual number of days elapsed and shall be payable until the time
of optional 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 the no par value, common stock, of the Borrower (the "Common
Stock") in accordance with the terms hereof) shall be made in lawful money of
the United States of America. 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
Denver, Colorado are authorized or required by law or executive order to remain
closed.
<PAGE>
The following terms shall apply to this Debenture:

                          ARTICLE I. CONVERSION RIGHTS

      1.1   CONVERSION RIGHT.

            (a) CONVERSION AMOUNT. The Holder shall have the right from time to
time after the Issue Date, and at any time on or prior to the earlier of (i) the
Maturity Date and (ii) the date of an Optional Redemption (defined hereinafter)
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"). 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 or its transfer
agent before 5:00 p.m., Mountain 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.

            (b) ISSUANCE OF RIGHTS. On the condition that the Conversion Date of
any Conversion either precedes or is accomplished during the effective period of
the Corporation's Rights Offering relating to Rights issued to all of its
shareholders of record on November 15, 2002 (which Rights and the common stock
underlying the Rights are being registered on the same registration statement as
the Common Stock to be issued to the Holder upon Conversion), then, and only
then, will the Holder in addition to the issuance of the Common Stock be issued
Rights to acquire additional shares of Common Stock at the same Conversion Price
as is in effect on the date of the Conversion. The number of Rights issued shall
be equal to the number of shares of Common Stock received upon Conversion. Any
entitlement to Rights hereunder expires on the date of the expiration of the
Rights Offering.

      1.2 CALCULATION OF CONVERSION PRICE. The Conversion Price shall be $0.10
per share subject to adjustment as hereinafter set forth.

      1.3 AUTHORIZED SHARES. 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. As of the date of issuance of this Debenture,___________ [Insert
number based on fixed price of $0.10] authorized and unissued shares of Common
Stock have been duly reserved for issuance upon conversion of this Debenture
(the "Reserved Amount"). 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


                                       2
<PAGE>
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.

      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 5:00 p.m., Mountain Time) and (B) subject to Section
1.4(b), surrendering this Debenture at the principal office of the Borrower.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, THE BORROWER MAY NOT
AND SHALL NOT BE LIABLE FOR NOT ACCEPTING CONVERSIONS THAT WOULD CAUSE IT TO
ISSUE MORE THAN 20% OF THE COMMON SHARES OUTSTANDING ON THE ISSUE DATE UNTIL AND
UNLESS THE BORROWER RECEIVES SHAREHOLDER APPROVAL THEREFOR AS REQUIRED BY NASDAQ
RULES. IF, AT ANY TIME BEFORE THE BORROWER RECEIVES SUCH SHAREHOLDER APPROVAL,
IT RECEIVES REQUESTS FOR CONVERSIONS THAT WOULD CAUSE IT TO ISSUE MORE THAN 20%
OF THE COMMON SHARES OUTSTANDING ON THE ISSUE DATE, THEN BORROWER SHALL ACCEPT
SUCH CONVERSION REQUESTS PRO RATA AMONG THE REQUESTING DEBENTURE HOLDERS BASED
ON THE PRINCIPAL AMOUNT OF THE DEBENTURES HELD BY EACH SUCH REQUESTING HOLDER AT
THE TIME OF THE REQUEST.

            (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.


                                       3
<PAGE>
            (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 three (3)
business days after such receipt (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Debenture) (such third
business day being hereinafter referred to as the "Deadline").

            (e) OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Except as
limited by the bolded language of Section 1.4(a), 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, 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 or its
transfer agent before 5:00 p.m., Mountain 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.


                                       4
<PAGE>
      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. Until such time as the shares of Common Stock issuable
upon conversion of this Debenture have been registered 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,
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 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
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 (i) 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 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) 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,


                                       5
<PAGE>
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, 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(a) unless 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). The above provisions shall similarly apply
to successive consolidations, mergers, sales, transfers or share exchanges.

            (b) ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Borrower: (i)
pays a dividend or makes a distribution on its Common Stock and shares of its
Common Stock; (ii) subdivides its outstanding shares of Common Stock into a
greater number of shares; (iii) combines its outstanding shares of Common Stock
into a small number of shares; (iv) makes a distribution on its Common Stock in
shares of its Capital Stock other than Common Stock; or (v) issues by
reclassification of its Common Stock any shares of its Capital Stock; then the
conversation privilege and the Conversion Price in effect immediately prior to
such action shall be adjusted so that the Holder of a Debenture thereafter
converted may receive the number of shares of Capital Stock of the Borrower
which the Holder would have owned immediately following such action if the
Holder had converted the Debenture immediately prior to such action. The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification. If after an adjustment,
a Holder of a Debenture upon conversion of the Debenture may receive shares of
two or more classes of Capital Stock of the Borrower, the Borrower shall
determine the allocation of the adjusted conversion price between the classes of
Capital Stock. After such allocation, the conversion privilege and the
Conversion Price of each class of Capital Stock shall thereafter be subject to
adjustment on terms comparable to those applicable to the Common Stock in the
Article.

            (c) 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


                                       6
<PAGE>
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 STATUS AS STOCKHOLDER. Except as set forth in the bolded language of
Section 1.4(a), upon submission of a Notice of Conversion by a Holder, (i) the
shares covered thereby 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 for the Borrower's failure to convert this Debenture.

                        ARTICLE II. OPTIONAL PREPAYMENT

      2.1 OPTIONAL REDEMPTION. Notwithstanding anything to the contrary
contained in this Debenture, the Borrower shall have the right after the Issue
Date, exercisable on not less than thirty (30) days' prior written notice to the
Holders of the Debentures, to prepay all or any portion of the outstanding
Debentures in accordance with this Section 2.1. Any notice of prepayment
hereunder (an "Optional Redemption") 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 or any portion 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 herein) 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 the
amount to be prepaid plus accrued and unpaid interest on the unpaid principal
amount of this Debenture to the Optional Prepayment Date (collectively be known
as the "Optional Prepayment Sum"). If the Option Prepayment Amount is less than
the entire balance, the Borrower shall make payment to the Holders in amounts
pro rata to the amount of the entire balance of the Debenture then outstanding.
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


                                       7
<PAGE>
Optional Prepayment Amount shall be deducted from the principal amount
of Debentures which are otherwise subject to prepayment pursuant to such notice.

             ARTICLE III. REPRESENTATIONS, WARRANTIES AND COVENANTS

      3.1 REPRESENTATIONS AND WARRANTIES OF BORROWER.

            (a) At the time of the making of this debenture, Borrower has
sufficient authorized, but unissued Common Stock available to satisfy its
obligations pursuant to all rights of conversion granted hereby.

            (b) Since June 30, 2002, (i) there has not been any material adverse
change in or event or condition which has had a Material Adverse Effect on, the
condition (financial or otherwise), properties, assets, liabilities or to the
best of Borrower's knowledge, the business of Borrower; and (ii) Borrower has
not declared or paid any dividend or made any other distribution in respect of
any of its capital stock or repurchased or redeemed, or otherwise acquired any
shares of its capital stock or obligated itself to do any of the foregoing.

            (c) No suit, action, claim, hearing, notice of investigation or
proceeding is pending or threatened before any court of governmental agency
arising out of, with respect to, or in any way involving directly or indirectly
the business of Borrower or the operation thereof.

            (d) To the best of Borrower's knowledge, Borrower has at all times
complied with and is not now in default under or in violation of (i) any law,
order, writ, injunction, rule, regulation or decree of any governmental body,
agency, or court, or any commission or other administrative agency, effecting or
applicable to Borrower's business that would have a Material Adverse Effect on
Borrower's business or (ii) any agreement or obligation to which Borrower is a
party or to which Borrower may be subject.

      3.2 REPRESENTATIONS AND WARRANTIES OF HOLDER.

            (a) Each Holder understands that the Debentures of Borrower have not
been registered under the Securities Act of 1933, as amended ("Securities Act"),
or any state securities laws in reliance on an exemption from registration under
the Securities Act based in part upon the representations made to the Borrower
by the Holder. Accordingly, such Debentures are "restricted securities" as that
term is defined in Rule 144 under the Securities Act and cannot be resold or
otherwise transferred except pursuant to an effective registration statement
under the Securities Act or pursuant to an exemption from registration under the
Securities Act, availability of which is to be established to the satisfaction
of Borrower. Consistent with the foregoing, the certificates representing the
Debentures and the Common Stock to be issued pursuant to the conversion
privileges contained herein will be stamped or otherwise imprinted with a legend
accordingly.

            (b) As partial consideration for the issuances of the Debentures,
the Holders have made certain representations with respect to their intentions
to acquire the Debentures for investment purposes and not with a view to further
distribution. Additionally, the Holders have read and analyzed and are familiar
with and have retained copies of the Borrower's


                                       8
<PAGE>
periodic reports filed with the Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934 and are familiar with the
business operations and financial conditions of the Borrower.

            (c) The Holders and each of them have such knowledge and experience
in financial and business matters that they are capable of evaluation of the
merits and risks of this investment and are aware that an investment in the
Borrower is highly speculative and subject to substantial risks.

            (d) The information set forth in that certain Accredited Investor
Declaration executed by each of the Holders is true and correct in all respects.

                        ARTICLE IV. REGISTRATION RIGHTS

      4.1 DEMAND REGISTRATION. Borrower shall file a registration statement on
Form S-3 or such other form of registration statement that may be available to
it not later than thirty (30) days from the Issue Date of the Debenture pursuant
to the Securities Act covering the offer and sale of the Common Stock underlying
the conversion privileges granted herein (the "Registerable Securities") and use
all reasonable commercial efforts to have said registration statement declared
effective at the earliest practicable date. The Borrower shall keep said
registration statement effective for a period of not less than two (2) years
from the date of the final closing regarding the sale of the Debentures or until
all of the Debentures have been redeemed or converted, whichever date is
earlier. Borrower agrees to furnish to all Holders such number of copies of a
prospectus, including a preliminary prospectus in conformity with the
requirements of the Securities Act and such other documents as they may
reasonably request in order to facilitate the conversion and disposition of the
Registerable Securities owned by them. The Borrower shall uses all reasonable
efforts to register and/or qualify the securities covered by such registration
statement under such other securities or Blue Sky laws in such jurisdictions as
shall be reasonably requested by the Holders of the Registerable Securities
provided, however, that the Borrower shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.

      4.2 EXPENSES OF REGISTRATION. Except as specifically provided herein, all
registration expenses incurred in connection with the demand registration shall
be borne by the Borrower. The Borrower shall not, however, be required to pay
for expenses of any Holder with respect to the sale of the securities including
brokerage commissions or underwriter fees or expenses.

                            ARTICLE V. VOTING RIGHTS

      Holders shall receive notice of any meeting of shareholders, including
the date, place and purpose of each such meeting and copies of any proxy or
information statement issued to shareholders. The Holder shall have the right to
vote on any matter brought for a vote of the common shareholders. Notices shall
be delivered in accordance with Section 7.11 hereof. Each Holder may vote that
number of votes as if he/she/it had converted the Debenture on the record date
established by the Borrower for the meeting at which the vote is to be taken. To
establish a


                                       9
<PAGE>
quorum and the number of shares required to approve a matter brought before the
common shareholders for a vote, during any period of time the Debentures remain
outstanding, the number of votes available to Holders shall be included in the
calculations.

                              ARTICLE VI. DEFAULT

      6.1 DEFAULT. Each of the following events shall constitute an event of
default ("Event of Default") and Holder, in addition to any remedies available
to it at law or in equity, shall thereupon have the option to declare Borrower
in default under this Note and declare due all obligations of Borrower to Holder
(it being understood that the occurrence of any of the Events of Default set
forth in subsections (c) or (d) automatically shall constitute an Event of
Default and cause an immediate acceleration of Borrower's indebtedness to
Holder):

            (a) the failure of Borrower to make any payment required hereunder
when due, which failure is not cured within 15 days after Borrower's receipt of
written notice thereof;

            (b) the filing of any petition by Borrower under any provision of
the Federal Bankruptcy Code or any state law relating to insolvency; or the
filing of any such petition against Maker, unless such petition and all
proceedings thereunder are dismissed within 60 days from such filing; or the
appointment of a trustee or receiver for all or any assets of Maker, unless such
appointment is vacated or dismissed within 60 days from the date of such
appointment;

            (c) an adjudication that Maker is insolvent or bankrupt;

            (d) the occurrence of a Material Adverse Change in the business
affairs, financial condition or markets for the Borrower's securities, including
without limitation, a delisting of its Common Stock from the Nasdq Small Cap
Market, which Material Adverse Change is not reversed within 10 days after
Borrower's receipt of written notice thereof; or

            (e) the failure to abide by the obligations to register the
Registerable Securities in accordance with Article IV, which failure is not
reversed within 10 days after Borrower's receipt of written notice thereof.

                           ARTICLE VII. MISCELLANEOUS

      7.1 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.

      7.2 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


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<PAGE>
in the United States mail, certified, with postage prepaid 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_____________[Name of Borrower],____________________ [address],
facsimile number:_____ -_______ -_________ ). Both the Holder and the Borrower
may change the address for service by service of written notice to the other as
herein provided.

      7.3 AMENDMENTS. This Debenture and any provision hereof may only be
amended by an instrument in writing signed by the Borrower and approved by
Holders representing not less than 66-2/3% of the outstanding Debentures. 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.

      7.4 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.

      7.5 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.

      7.6 GOVERNING LAW. This Debenture shall be governed by the internal laws
of the State of_________, without regard to the principles of conflict of laws.

      7.7 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 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.

      7.8 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 $100,000 as the Holder shall request.


                                       11
<PAGE>


      7.9 PURCHASE AGREEMENT. By its acceptance of this Debenture, each Holder
agrees to be bound by those terms of the Purchase Agreement regarding the use of
the proceeds of the Debenture [may want to clarify how much needs to go to debt
reduction] and deposit of the proceeds of the Debenture in Certificates of
Deposit until such time as the registration obligations contained in Article IV
herein are met. Except as provided in the foregoing sentence, this Debenture
supersedes any other agreement, whether written or oral, including the Purchase
Agreement, that may have been made or entered into by the Borrower and Holder
(or by any director, officer, employee, agent, or other representative of such
parties) relating to the matters contemplated hereby, and constitutes the entire
agreement among the parties and there are no agreements or commitments except as
expressly set forth herein.

      7.10 NOTICE OF CORPORATE EVENTS. Except as otherwise provided for in
Article V and 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 7.10.

      7.11 DISPUTE RESOLUTION. Any disputes which arise hereunder will be
subject to mediation and subsequently, mandatory arbitration which shall be
binding on all parties. The complaining party must give the other party not less
than 10 days' prior notice before a demand of mediation or arbitration during
which period of time the claimed offending party shall be permitted to cure any
defect.

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

                                            NAVIDEC, INC.



                                            By: ______________________________


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<PAGE>

                                             ________________________, President



                                       13
<PAGE>
                                                                       EXHIBIT A


                              NOTICE OF CONVERSION
                            OF CONVERTIBLE DEBENTURE


TO:   [COMPANY NAME]

            (1) Pursuant to the terms of the attached Convertible Debenture (the
"Debenture"), the undersigned hereby elects to convert $ __________ principal
amount of the Debenture into shares of Common Stock of [COMPANY NAME], a
_______________ corporation (the "Borrower"). Capitalized terms used herein and
not otherwise defined herein have the respective meanings provided in the
Debenture.

            (2) 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 above (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: __________________________________

            (3) Holder acknowledges and affirms that the Common Stock issued
pursuant to this Notice of Conversion has been or will be sold in accordance
with the requirements of the 1933 Act, if applicable, or pursuant to an
exemption under the 1933 Act.


Date:  ___________________          ____________________________________________
                                    Signature of Registered Holder (must be
                                    signed exactly as name appears in the
                                    Debenture).


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