No.04                                                               $100,000.00


                            Navis Technologies, Ltd.
                                 One Lawson Lane
                              Burlington, VT 05401
                                 March 23, 1999

                     1-Year 12 Percent Convertible Debenture
                               Due March 31, 2000

       Navis Technologies,  Ltd., a Delaware  corporation,  (the "Corporation"),
for  value  received,  promises  to pay to  Freidlander  Capital  Management  or
assigns,  the sum of  $100,000.00  on March 31, 2000 (the "due date"),  together
with interest accrued thereon at the rate of 12 percent per annum, computed from
March 25, 1999 (the "issue  date").  Payment of principal and interest  shall be
made in lawful money of the United  States of America and shall be mailed to the
owner or owners hereof at the address  appearing  below,  unless the  conversion
option is exercised as set forth below in Paragraph 2.

       This Debenture is one of a duly  authorized  issue of the  Corporation's
debentures  issued in varying  denominations,  all of like  tenor and  maturity,
except variations necessary to express the number, principal amount and payee of
each debenture.

        1. Equal rank.  All  debentures  of this issue rank  equally and ratably
without priority over one another.

        2. Conversion. The holder or holders of this Debenture may at any equity
offering prior to the maturity hereof,  convert the principal amount hereof into
equity  of  the  entity  ultimately  formed  by  the  Corporation  or any of the
Corporation's  owners for the purpose of  manufacturing  and distributing the TV
email technology  (hereafter the "Technology Owner"). The Conversion ratio shall
be $1 of  debenture  principal  for $1 of  equity at the then  current  offering
price.  To convert this  Debenture,  the holder or holders hereof must surrender
the same at the office of the Corporation, together with a written instrument of
transfer in a form  satisfactory to the  Corporation  and the Technology  Owner,
properly completed and executed and with a written notice of conversion.

        3. Fractional  shares.  In lieu of issuing any fraction of a share upon
the conversion of this Debenture,  the Corporation or the Technology Owner shall
pay to the holder hereof for any fraction of a share otherwise issuable upon the
conversion,  cash equal to the same fraction of the then current per unit market
price of the equity.

        4. Default.  If any of the following  events occur ("Event of Default"),
the entire unpaid  principal amount of, and accrued and unpaid interest on, this
Debenture shall  immediately be due and payable,  and the Corporation  shall pay
all costs of collection  including,  but not limited to,  reasonable  attorneys'
fees and  expenses  incurred  by the  owner(s) or its assigns on account of such
collection, whether or not suit is brought:

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               a. The  Corporation  fails to pay the principal of this Debenture
at its maturity;

               b. The Corporation  commences any voluntary  proceeding under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  dissolution,  or liquidation law or statute, of any jurisdiction,
whether now or  subsequently  in effect;  or the  Corporation  is adjudicated as
bankrupt by a court of competent  jurisdiction;  or the Corporation petitions or
applies for,  acquiesces in, or consents to, the  appointment of any receiver or
trustee of the  Corporation or for all or  substantially  all of its property or
assets; or the Corporation makes an assignment for the benefit of its creditors;
or the  Corporation  admits in writing  its  inability  to pay its debts as they
mature; or

               c. There is  commenced  against the  Corporation  any  proceeding
relating to the Corporation under any bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, receivership,  dissolution, or liquidation law
or statute, of any jurisdiction,  whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent to, approval of, or acquiescence in the proceeding; or
a  receiver  or  trustee  is  appointed  for  the  Corporation  or  for  all  or
substantially all of its property or assets, and the receivership or trusteeship
remains  undischarged  for a period  of 60 days;  or a  warrant  of  attachment,
execution  or similar  process is issued  against  any  substantial  part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.

        5. Registered  owner. The Corporation  shall treat the person or persons
whose name or names appear on this  Debenture  as the  absolute  owner or owners
hereof for the purpose of receiving  payment of, or on account of, the principal
and interest due on this Debenture and for all other purposes,  unless and until
written  notice  satisfactory  to the  Corporation is provided by the registered
owner of assignment hereof.

        6. Assignment.  The Corporation may assign its obligations  hereunder to
the Technology Owner. The owner(s) hereof may assign its rights hereunder to any
person or entity.  No  assignment  of rights or  obligations  shall be effective
until  delivery of written  notice of such  assignment  is made by the assigning
party to the other party hereto.

        7. Release of  shareholders,  officers and directors.  This Debenture is
the  obligation of the  Corporation  only,  and no recourse shall be had for the
payment of any principal or interest hereon against any shareholder,  officer or
director of the  Corporation,  either  directly or through the  Corporation,  by
virtue of any statute for the  enforcement of any  assessment or otherwise.  The
holder or holders of this Debenture,  by the acceptance  hereof,  and as part of
the  consideration  for  this  Debenture,  release  all  claims  and  waive  all
liabilities against the foregoing persons in connection with this Debenture.

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<PAGE>

        IN WITNESS WHEREOF,  the Corporation has signed this Debenture this 25th
day of March, 1999.


                                            Navis Technologies, Ltd.


                                            /s/ John R. Varsames
                                            --------------------------------
                                            John R. Varsames, President


______________________________
REGISTERED OWNER:
Freidlander Capital Management
104 Field Point Road,
Greenwich, CT.


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