No. 01                                                                 $200,000
                                                                       --------



                            Navis Technologies, Ltd.
                                 One Lawson Lane
                              Burlington, VT 05401
                                  14 July, 1998

                     1-Year 18 Percent Convertible Debenture
                                Due 14 July, 1999


        Navis Technologies,  Ltd., a Delaware corporation,  (the "Corporation"),
for  value  received,  promises  to pay to Peter  Stern or  assigns,  the sum of
$200,000 on July 14,  1999 (the "due  date"),  together  with  interest  accrued
thereon a the rate of 18 percent  per annum,  computed  from July 14,  1998 (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  (except  that, if the  Corporation  has
called this Debenture for  redemption,  the right to convert shall  terminate at
the close of business on the second  business  day prior to the day fixed as the
date for such  redemption),  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.

<PAGE>

        4.  Redemption.  The  Corporation  may at any time prepay in whole or in
part, the principal amount, plus accrued interest to the date of prepayment,  of
all outstanding debentures of this issue.

        5. 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:

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

               b. The Corporation  commence 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 a
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 part 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

                                      - 2 -

<PAGE>

principal or interest  hereon  against any  shareholder,  officer or director of
tile 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.

        IN WITNESS WHEREOF,  the Corporation has signed this Debenture this 13th
day of July, 1998.


                                            Navis Technologies, Ltd.


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


REGISTERED OWNER:

/s/Peter Stern
----------------------------

----------------------------

----------------------------

----------------------------

                                      - 3 -