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10.3     Technology Visions Group, Inc. 10% Secured Convertible Debenture No. 1


NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


                                                                  No. 1 $187,500

                         TECHNOLOGY VISIONS GROUP, INC.
                        10% SECURED CONVERTIBLE DEBENTURE
                              DUE DECEMBER 28, 2001

         THIS DEBENTURE is one of a series of duly authorized and issued
debentures of Technology Visions Group, Inc. f/k/a Orbit Technologies, Inc., a
Delaware corporation, having a principal place of business at 5950 La Place
Court, Carlsbad, CA 92008 (the "COMPANY"), designated as its 10% Secured
Convertible Debentures, due twelve months from issuance, in the aggregate
principal amount of $750,000 (the "DEBENTURES").

         FOR VALUE RECEIVED, the Company promises to pay to AJW Partners, LLC or
its registered assigns (the "HOLDER"), the principal sum of $187,500, on
December 28, 2001 or such earlier date as the Debentures are required or
permitted to be repaid as provided hereunder (the "MATURITY DATE") and to pay
interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Debenture at the rate of 10% per annum, payable on a
quarterly basis on March 31, June 30, September 30 and December 31 of each year
while such Debentures are outstanding commencing on December 31, 2000 and on
each Conversion Date (as defined herein) (each an "INTEREST PAYMENT DATE") for
such principal amount, commencing on the earlier to occur of a Conversion Date
for such principal amount and December 31, 2000 in, at the option of the Holder,
cash or shares of Common Stock (as defined in Section 6). Any interest paid in
Common Stock shall be determined in accordance with Section 4. Interest shall be
calculated on the basis on a 360-day year and shall accrue daily commencing on
the Original Issue Date (as defined in Section 6) until payment in full of the
principal sum, together with all accrued and unpaid interest and other amounts
which may become due hereunder, has been made. Interest hereunder will be paid
to the Person (as defined in Section 6) in whose name this Debenture is
registered on the records of the Company regarding registration and transfers of
Debentures (the "DEBENTURE REGISTER"). All overdue accrued and unpaid interest
to be paid in cash hereunder shall entail a late fee at the rate of 15% per
annum or such lower maximum amount of interest permitted to be charged under
applicable law (the "OVERDUE RATE"), which will accrue daily, from the date such
interest is due hereunder through and including the date of

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payment. Accrued late interest at the Overdue Rate (the "LATE FEE") is payable
in cash or, at the option of the Holder, in shares of Common Stock in a number
equal to the amount of the accrued Late Fee divided by the Conversion Price (as
defined herein) on the date payment is requested.

         This Debenture is subject to the following additional provisions:

         SECTION 1. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made
for such registration of transfer or exchange.

         SECTION 2. This Debenture has been issued subject to certain investment
representations of the original Holder set forth in the Purchase Agreement (as
defined in Section 6) and may be transferred or exchanged only in compliance
with the Purchase Agreement. Prior to due presentment to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the Person (as defined in Section 6) in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

         SECTION 3.        EVENTS OF DEFAULT.

                  (a) "EVENT OF DEFAULT", wherever used herein, means any one of
the following events (whatever the reason and whether it shall be voluntary or
involuntary or due to operation of law or pursuant to any action of any court,
or any order, rule or regulation of any administrative or governmental body):

                           (i) any default in the payment of the principal of,
         interest (including any Late Fees) on or liquidated damages in respect
         of, any Debentures, free of any claim of subordination, as and when the
         same shall become due and payable (whether on an Interest Payment Date
         or the Maturity Date or by acceleration or otherwise);

                           (ii) the Company shall fail to observe or perform any
         other covenant, agreement or warranty contained in, or otherwise commit
         any breach of any of the Transaction Documents (as defined in Section
         6), and such failure or breach shall not have been remedied within five
         days after the date on which notice of such failure or breach shall
         have been given;

                           (iii) the Company or any of its subsidiaries shall
         commence, or there shall be commenced against the Company or any such
         subsidiary a case under any applicable bankruptcy or insolvency laws as
         now or hereafter in effect or any successor thereto, or the Company
         commences any other proceeding under any reorganization, arrangement,
         adjustment of debt, relief of debtors, dissolution, insolvency or
         liquidation or similar law of any jurisdiction whether now or hereafter
         in effect relating to the Company or any subsidiary thereof or there is
         commenced against the Company or any subsidiary thereof any such
         bankruptcy, insolvency or other proceeding which remains undismissed
         for a period of 60 days; or the Company or any subsidiary thereof is
         adjudicated insolvent or bankrupt; or any order of relief or other
         order approving any

                                      -2-

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         such case or proceeding is entered; or the Company or any subsidiary
         thereof suffers any appointment of any custodian or the like for it or
         any substantial part of its property which continues undischarged or
         unstayed for a period of 60 days; or the Company or any subsidiary
         thereof makes a general assignment for the benefit of creditors; or the
         Company shall fail to pay, or shall state that it is unable to pay, or
         hall be unable to pay, its debts generally as they become due; or the
         Company or any subsidiary thereof shall call a meeting of its creditors
         with a view to arranging a composition, adjustment or restructuring of
         its debts; or the Company or any subsidiary thereof shall by any act or
         failure to act expressly indicate its consent to, approval of or
         acquiescence in any of the foregoing; or any corporate or other action
         is taken by the Company or any subsidiary thereof for the purpose of
         effecting any of the foregoing;

                           (iv) the Company shall default in any of its
         obligations under any other Debenture or any mortgage, credit agreement
         or other facility, indenture agreement, factoring agreement or other
         instrument under which there may be issued, or by which there may be
         secured or evidenced any indebtedness for borrowed money or money due
         under any long term leasing or factoring arrangement of the Company in
         an amount exceeding $100,000, whether such indebtedness now exists or
         shall hereafter be created and such default shall result in such
         indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise become due and payable;

                           (v) the Common Stock shall fail to be quoted or
         listed for trading on the OTC Bulletin Board ("OTC') or one of the
         Nasdaq SmallCap Market, New York Stock Exchange, American Stock
         Exchange or the Nasdaq National Market (each, a "SUBSEQUENT MARKET")
         for more than five Trading Days;

                           (vi) the Company shall be a party to any Change of
         Control Transaction (as defined in Section 6), shall agree to sell or
         dispose all or in excess of 33% of its assets in one or more
         transactions (whether or not such sale would constitute a Change of
         Control Transaction), or shall redeem or repurchase more than a de
         minimis number of shares of Common Stock or other equity securities of
         the Company (other than redemptions of Underlying Shares (as defined in
         Section 6));

                           (vii) an Underlying Shares Registration Statement (as
         defined in Section 6) shall not have been declared effective by the
         Commission (as defined in Section 6) on or prior to the 120th day after
         the Closing Date (as defined herein);

                           (viii) if, during the Effectiveness Period (as
         defined in the Registration Rights Agreement (as defined in Section
         8)), the effectiveness of the Underlying Shares Registration Statement
         lapses for any reason or the Holder shall not be permitted to resell
         Registrable Securities (as defined in the Registration Rights
         Agreement) under the Underlying Shares Registration Statement, in
         either case, for more than five consecutive Trading Days or an
         aggregate of eight Trading Days (which need not be consecutive Trading
         Days);


                                      -3-

<PAGE>




                           (ix) an Event (as defined in the Registration Rights
         Agreement) shall not have been cured to the satisfaction of the Holder
         prior to the expiration of thirty days from the Event Date (as defined
         in the Registration Rights Agreement) relating thereto (other than an
         Event resulting from a failure of an Underlying Shares Registration
         Statement to be declared effective by the Commission on or prior to the
         120th day after the Closing Date, which shall be governed by Section
         3(a)(vii));

                           (x) the Company shall fail for any reason to deliver
         certificates to a Holder by the third Trading Day after a Conversion
         Date pursuant to and in accordance with Section 4(b) or the Company
         shall provide notice to the Holder, including by way of public
         announcement, at any time, of its intention not to comply with requests
         for conversions of any Debentures in accordance with the terms hereof;

                           (xi) the Company shall fail for any reason to deliver
         the payment in cash pursuant to a Buy-In (as defined herein) within
         five Trading Days after demand therefor is made by a Holder.

                  (b) If any Event of Default occurs and is continuing, the full
principal amount of this Debenture (and, at the Holder's option, all other
Debentures then held by such Holder), together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the
Holder's election, immediately due and payable in cash, PROVIDED HOWEVER, that
if the Company informs the Holder that it will be unable to pay the amounts due
in cash, the Holder may request payment of such amounts in stock. The number of
shares of Common Stock issuable in payment thereof shall equal the quotient of
the aggregate amount due to the Holder divided by the Conversion Price at the
time of such demand. The aggregate amount payable upon an Event of Default shall
be equal to the sum of (i) the Mandatory Prepayment Amount (as defined in
Section 6) plus (ii) the product of (A) the number of Underlying Shares issued
in respect of conversions hereunder within thirty days of the date of a
declaration of an Event of Default and then held by the Holder and (B) the
Closing Price (as defined in Section 6) on the date prepayment is due or the
date the full prepayment price is paid, whichever is greater. Interest shall
accrue on the prepayment amount hereunder from the seventh day after such amount
is demanded through the date of prepayment in full thereof at the Overdue Rate,
to accrue daily from the date such payment is due hereunder through and
including the date of payment. All Debentures and Underlying Shares for which
the full prepayment price hereunder shall have been paid in accordance herewith
shall promptly be surrendered to or as directed by the Company. The Holder need
not provide and the Company hereby waives any presentment, demand, protest or
other notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder. No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.

         SECTION 4.        CONVERSION.

                  (a) (i) CONVERSION AT OPTION OF HOLDER. (A) The Holder may,
subject to Section 4(a)(ii) hereof, require the Company to convert this
Debenture into shares of Common


                                      -4-

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Stock in whole or in part at any time and from
time to time commencing on the Original Issue Date. The number of shares of
Common Stock issuable upon a conversion hereunder equals the sum of (i) the
quotient obtained by dividing (x) the principal amount of this Debenture to be
converted by (y) the Conversion Price, and (ii) the amount equal to (I) the
product of (x) the principal amount of this Debenture to be converted and (y)
the product of (1) the quotient obtained by dividing .10 by 360 and (2) the
number of days for which such principal amount was outstanding, divided by (II)
the Conversion Price on the Conversion Date, PROVIDED, that if the Holder shall
have elected to receive the interest due on a Conversion Date in cash,
subsection (ii) shall not be used in the calculation of the number of shares of
Common Stock issuable upon such conversion.

                                     (B) The Holder shall effect conversions by
delivering to the Company a completed notice in the form attached as EXHIBIT A
(a "CONVERSION NOTICE"), including a completed Conversion Schedule in the form
of SCHEDULE 1 to the Conversion Notice (on each Conversion Date, the "CONVERSION
SCHEDULE"). The Conversion Schedule shall forth the remaining principal amount
of this Debenture and all accrued and unpaid interest thereon subsequent to the
conversion at issue. The date on which a Conversion Notice is delivered is the
"CONVERSION DATE." Unless the Holder is converting the entire principal amount
outstanding under this Debenture, plus all accrued and unpaid interest thereon,
the Holder is not be required to physically surrender this Debenture to the
Company in order to effect conversions. In the event that the Holder has
converted all of the principal amount outstanding under this Debenture, Holder
shall promptly return such Debenture to the Company for cancellation. Subject to
Section 4(b), each Conversion Notice, once given, shall be irrevocable.
Conversions hereunder shall have the effect of lowering the outstanding
principal amount of this Debenture plus all accrued and unpaid interest thereon
in an amount equal to the applicable conversion, which shall be evidenced by
entries set forth in the Conversion Schedule. The Holder and the Company shall
maintain records showing the principal amount converted and the date of such
conversions. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and determinative in the absence of manifest error.

                           (ii)     CERTAIN CONVERSION RESTRICTIONS.

                                     (A) A Holder may not convert Debentures or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 4.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of, and payment of
interest on, the Debentures held by such Holder after application of this
Section. Since the Holder will not be obligated to report to the Company the
number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 4.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of


                                      -5-

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which portion of the principal amount of Debentures are convertible shall be
the responsibility and obligation of the Holder. If the Holder has delivered a
Conversion Notice for a principal amount of Debentures that, without regard to
any other shares that the Holder or its affiliates may beneficially own, would
result in the issuance in excess of the permitted amount hereunder, the Company
shall notify the Holder of this fact and shall honor the conversion for the
maximum principal amount permitted to be converted on such Conversion Date in
accordance with the periods described in Section 4(b) and, at the option of the
Holder, either retain any principal amount tendered for conversion in excess of
the permitted amount hereunder for future conversions or return such excess
principal amount to the Holder. The provisions of this Section may be waived by
a Holder (but only as to itself and not to any other Holder) upon not less than
61 days prior notice to the Company. Other Holders shall be unaffected by any
such waiver.

                                     (B) A Holder may not convert Debentures or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of, and payment of
interest on, the Debentures held by such Holder after application of this
Section. Since the Holder will not be obligated to report to the Company the
number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 9.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of which portion of the principal amount of Debentures are
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of Debentures
that, without regard to any other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with the periods described in Section 4(b) and, at
the option of the Holder, either retain any principal amount tendered for
conversion in excess of the permitted amount hereunder for future conversions or
return such excess principal amount to the Holder. In addition, during any 60
day period, Holder may not utilize its conversion rights hereunder if, pursuant
to such conversion, Holder would receive in excess of 9.99% of the number of
shares of Common Stock outstanding at the commencement of such 60 day period.
The provisions of this Section may be waived by a Holder (but only as to itself
and not to any other Holder) upon not less than 61 days prior notice to the
Company. Other Holders shall be unaffected by any such waiver.

                  (b) Not later than three Trading Days after each Conversion
Date, (i) the Company will deliver to the Holder a certificate or certificates
which shall be free of restrictive legends and trading restrictions (other than
those required by Section 3.1(b) of the Purchase Agreement) representing the
number of shares of Common Stock issuable upon such conversion in accordance
with the terms hereof, and (ii) if the Holder has elected to receive accrued
interest


                                      -6-


<PAGE>

in cash, the Company will deliver to the Holder a bank check, payable to
Holder, in the amount of accrued and unpaid interest. If requested by a Holder,
the Company will use its best efforts to deliver conversion shares
electronically through the Depository Trust Corporation or another established
clearing corporation performing similar functions. If shares of Common Stock
issuable following a Conversion Notice are not delivered to or as directed by
the Holder by the third Trading Day after a Conversion Date, the Holder shall be
entitled by written notice to the Company at any time on or before its receipt
of such shares, to rescind such conversion, in which event the Company shall
immediately return to the Holder a Debenture in principal amount equal to the
principal amount, interest and all other amounts due in respect of the
Conversion Notice or any Debentures tendered by such Holder to effect such
attempted conversion.

                  (c) (i) The conversion price (the "CONVERSION PRICE") in
effect on any Conversion Date shall be the lesser of (1) $0.14 (the "INITIAL
CONVERSION PRICE"), and (2) 55% of the average of the lowest three inter-day
trading prices (which need not occur on consecutive Trading Days) during the ten
Trading Days immediately preceding the applicable Conversion Date (which may
include Trading Days prior to the Original Issue Date), PROVIDED, that such ten
Trading Day period shall be extended for the number of Trading Days during such
period in which (A) trading in the Common Stock is suspended by, or not traded
on, the OTC or a Subsequent Market on which the Common Stock is then listed, or
(B) after the date declared effective by the Commission, the Underlying Shares
Registration Statement is either not effective or the Prospectus included in the
Underlying Shares Registration Statement may not be used by the Holder for the
resale of Underlying Shares.

                      (ii) If the Company (a) shall pay a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock or
any other equity or equity equivalent securities payable in shares of Common
Stock, (b) subdivide outstanding shares of Common Stock into a larger number of
shares, (c) combine (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (d) issue by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then the Initial Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
re-classification.

                      (iii) If the Company shall issue rights, options or
warrants to all holders of Common Stock (and not to Holders) entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the Closing Price on the record date mentioned below, then the Conversion Price
shall be multiplied by a fraction, of which the denominator shall be the number
of shares of the Common Stock (excluding treasury shares, if any) outstanding on
the date of issuance of such rights or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
numerator shall be the number of shares of the Common Stock (excluding treasury
shares, if any) outstanding on the date of issuance of such rights or warrants
plus the number of shares which the aggregate


                                      -7-
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 offering price of the total number of shares so offered would purchase at such
Closing Price. Such adjustment shall be made whenever such rights or warrants
are issued, and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights, options or
warrants. However, upon the expiration of any such right, option or warrant to
purchase shares of the Common Stock the issuance of which resulted in an
adjustment in the Conversion Price pursuant to this Section, if any such right,
option or warrant shall expire and shall not have been exercised, the Conversion
Price shall immediately upon such expiration be recomputed and effective
immediately upon such expiration be increased to the price which it would have
been (but reflecting any other adjustments in the Conversion Price made pursuant
to the provisions of this Section after the issuance of such rights or warrants)
had the adjustment of the Conversion Price made upon the issuance of such
rights, options or warrants been made on the basis of offering for subscription
or purchase only that number of shares of the Common Stock actually purchased
upon the exercise of such rights, options or warrants actually exercised.

                      (iv) If the Company or any subsidiary thereof, as
applicable with respect to Common Stock Equivalents (as defined below), at any
time while Debentures are outstanding, shall issue shares of Common Stock or
rights, warrants, options or other securities or debt that is convertible into
or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS")
entitling any Person to acquire shares of Common Stock, at a price per share
less than the Conversion Price (if the holder of the Common Stock or Common
Stock Equivalent so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights issued in connection
with such issuance, be entitled to receive shares of Common Stock at a price
less than the Conversion Price, such issuance shall be deemed to have occurred
for less than the Conversion Price), then, at the option of the Holder, the
Conversion Price shall be replaced with the conversion, exchange or purchase
price for such Common Stock or Common Stock Equivalents (including any reset
provisions thereof) at issue. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. The Company shall notify the
Holder in writing, no later than the business day following the issuance of any
Common Stock or Common Stock Equivalent subject to this section, indicating
therein the applicable issuance price, or of applicable reset price, exchange
price, conversion price and other pricing terms.

                      (v) If the Company, at any time while Debentures are
outstanding, shall distribute to all holders of Common Stock (and not to
Holders) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security, then in each such case the Conversion
Price at which Debentures shall thereafter be convertible shall be determined by
multiplying the Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Per Share Market Value
determined as of the record date mentioned above, and of which the numerator
shall be such Per Share Market Value on such record date less the then fair
market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holders of the
portion of assets or evidences of

                                      -8-


<PAGE>


indebtedness so distributed or such subscription rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date mentioned
above.

                      (vi) In case of any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, the Holders shall have the right
thereafter to, at their option, (A) convert the then outstanding principal
amount, together with all accrued but unpaid interest and any other amounts then
owing hereunder in respect of this Debenture only into the shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of the Common Stock following such reclassification or share exchange,
and the Holders of the Debentures shall be entitled upon such event to receive
such amount of securities, cash or property as the shares of the Common Stock of
the Company into which the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Debenture could have been converted immediately prior to such
reclassification or share exchange would have been entitled or (B) require the
Company to prepay the aggregate of its outstanding principal amount of
Debentures, plus all interest and other amounts due and payable thereon, at a
price determined in accordance with Section 3(b). The entire prepayment price
shall be paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.

                      (vii) All calculations under this Section 4 shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be. No
adjustments in either the Conversion Price or the Initial Conversion Price shall
be required if such adjustment is less than $0.01, PROVIDED, however, that any
adjustments which by reason of this Section are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.

                      (viii) Whenever either the Initial Conversion Price or the
Conversion Price is adjusted pursuant to any of Section 4(c)(ii) - (v), the
Company shall promptly mail to each Holder a notice setting forth the Initial
Conversion Price or Conversion Price (as applicable) after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                      (ix) If (A) the Company shall declare a dividend (or any
other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of the Debentures, and shall
cause to be mailed to the Holders at their last addresses as they shall appear
upon the stock books of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice

                                      -9-


<PAGE>


 stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, PROVIDED, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day
period commencing the date of such notice to the effective date of the event
triggering such notice.

                      (x) In case of any (1) merger or consolidation of the
Company with or into another Person, or (2) sale by the Company of more than
one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under
Section 3(b), (B) convert its aggregate principal amount of Debentures then
outstanding into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger, consolidation or sale, and such Holder shall be entitled upon such event
or series of related events to receive such amount of securities, cash and
property as the shares of Common Stock into which such aggregate principal
amount of Debentures could have been converted immediately prior to such merger,
consolidation or sales would have been entitled, or (C) in the case of a merger
or consolidation, require the surviving entity to issue to the Holder
convertible debentures with a principal amount equal to the aggregate principal
amount of Debentures then held by such Holder, plus all accrued and unpaid
interest and other amounts owing thereon, which newly issued convertible
debentures shall have terms identical (including with respect to conversion) to
the terms of this Debenture, and shall be entitled to all of the rights and
privileges of a Holder of Debentures set forth herein and the agreements
pursuant to which the Debentures were issued. In the case of clause (C), the
conversion price applicable for the newly issued shares of convertible preferred
stock or convertible debentures shall be based upon the amount of securities,
cash and property that each share of Common Stock would receive in such
transaction and the Conversion Price in effect immediately prior to the
effectiveness or closing date for such transaction. The terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the Holders the right to receive the securities, cash and property set forth in
this Section upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.

                  (d) Upon a conversion hereunder the Company shall not be
required to issue stock certificates representing fractions of shares of the
Common Stock, but may if otherwise permitted, make a cash payment in respect of
any final fraction of a share based on the Per Share Market Value at such time.
If the Company elects not, or is unable, to make such a cash payment, the Holder
shall be entitled to receive, in lieu of the final fraction of a share, one
whole share of Common Stock.

                                      -10-

<PAGE>


                  (e) The issuance of certificates for shares of the Common
Stock on conversion of the Debentures shall be made without charge to the
Holders thereof for any documentary stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificate, provided that the
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such Debentures so
converted and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

                  (f) Any and all notices or other communications or deliveries
to be provided by the Holders hereunder, including, without limitation, any
Conversion Notice, shall be in writing and delivered personally, by facsimile,
sent by a nationally recognized overnight courier service or sent by certified
or registered mail, postage prepaid, addressed to the Company, at Carlsbad
Research Center, 5950 La Place Court, Suite 140, Carlsbad, CA 92008, Facsimile
No.: (760) 918-9213, attention: James A. Giansiracusa, or such other address or
facsimile number as the Company may specify for such purposes by notice to the
Holders delivered in accordance with this Section, with a copy to (other than
for Conversion Notices) Weed & Co. L.P., 4695 MacArthur Court, Suite 1450,
Newport Beach, CA 92660, Facsimile No.: (949) 475-9087, Attn: Richard O. Weed,
Esq. Any and all notices or other communications or deliveries to be provided by
the Company hereunder shall be in writing and delivered personally, by
facsimile, sent by a nationally recognized overnight courier service or sent by
certified or registered mail, postage prepaid, addressed to each Holder at the
facsimile telephone number or address of such Holder appearing on the books of
the Company, or if no such facsimile telephone number or address appears, at the
principal place of business of the Holder. Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to
6:30 p.m. (New York City time), (ii) the date after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) four days after deposit in the United States mail, (iv) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (v) upon actual receipt by the party to whom such notice is
required to be given.

         SECTION 5. OPTIONAL PREPAYMENT. During the first 30 days following the
Original Issue Date, the Company shall have the right to prepay all or any
portion of the outstanding principal amount of this Debenture for which
Conversion Notices have not previously been delivered by delivery of the
prepayment price to the Holder together with a written accounting of the
principal amount to be prepaid plus other amounts owing thereon; PROVIDED,
HOWEVER, that the Company shall be prohibited from prepaying all or any portion
of the outstanding principal amount of this Debenture after such 30 day period,
unless Holder consents to such prepayment in writing. The prepayment price
applicable to prepayments under this Section must be paid in full by 5:00p.m.
(New York time) on the 30th day following the Original Issue Date in cash and
shall equal 130% of the principal amount of the Debentures to be prepaid, and
all unpaid and accrued interest thereon. The prepayment contemplated in the
Company's prepayment notice shall be, at

                                      -11-


<PAGE>

 the option of the Holder, null and void if any portion of the prepayment is not
timely paid in full. Upon receipt of the prepayment price for a prepayment under
this Section, the Holder shall, (i) if such prepayment is only for a portion of
the principal amount then outstanding under this Debenture, promptly deliver to
the Company a revised Conversion Schedule reflecting such prepayment or (ii) if
such prepayment is for the entire then outstanding principal amount under this
Debenture, promptly deliver this Debenture, marked paid in full.

         SECTION 6.        DEFINITIONS.  For the purposes hereof, the following
terms shall have the following meanings:

                  "BUSINESS DAY" means any day except Saturday, Sunday and any
day which shall be a federal legal holiday in the United States or a day on
which banking institutions in the State of New York or California are authorized
or required by law or other government action to close.

                  "CHANGE OF CONTROL TRANSACTION" means the occurrence of any of
(i) an acquisition after the date hereof by an individual or legal entity or
"group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 33% of the
voting securities of the Company, (ii) a replacement at one time or over time of
more than one-half of the members of the Company's board of directors which is
not approved by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date hereof), (iii) the merger of the Company with or into
another entity that is not wholly-owned by the Company, consolidation or sale of
50% or more of the assets of the Company in one or a series of related
transactions, or (iv) the execution by the Company of an agreement to which the
Company is a party or by which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii).

                  "CLOSING PRICE" means on any particular date (a) the closing
sales price per share of Common Stock as of 4:00pm (NY time) on such date as
reported at approximately 4:15 p.m. (NY time) on such date for the regular
trading session on the Subsequent Market on which the shares of Common Stock are
then listed or quoted, or if there is no such price on such date, then the
closing sales price on the Subsequent Market on the date nearest preceding such
date, or (b) if the shares of Common Stock are not then listed or quoted on a
Subsequent Market, the closing sales price for a share of Common Stock in the
OTC, as reported by the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its functions of reporting prices) at the
close of business on such date, or (c) if the shares of Common Stock are not
then reported by the National Quotation Bureau Incorporated (or similar
organization or agency succeeding to its functions of reporting prices), then
the average of the "Pink Sheet" quotes for the relevant conversion period, as
determined in good faith by the Holder, or (d) if the shares of Common Stock are
not then publicly traded the fair market value of a share of Common Stock as
determined by an Appraiser selected in good faith by the Holders of a majority
in interest of the principal amount of Debentures then outstanding.

                  "COMMISSION" means the Securities and Exchange Commission.

                                      -12-

<PAGE>


                  "COMMON STOCK" means the common stock, $0.01 par value per
share, of the Company and stock of any other class into which such shares may
hereafter have been reclassified or changed.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "MANDATORY PREPAYMENT AMOUNT" for any Debentures shall equal
the sum of (i) the greater of (A) 130% of the principal amount of Debentures to
be prepaid, plus all accrued and unpaid interest thereon (including interest
accruing at the Overdue Rate), and (B) the principal amount of Debentures to be
prepaid, plus all accrued and unpaid interest thereon (including interest
accruing at the Overdue Rate), divided by the Conversion Price on (x) the date
the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the
Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by
the Closing Price on (x) the date the Mandatory Prepayment Amount is demanded or
otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full,
whichever is greater, and (ii) all other amounts, costs, expenses and liquidated
damages due in respect of such Debentures.

                  "ORIGINAL ISSUE DATE" shall mean the date of the first
issuance of the Debentures regardless of the number of transfers of any
Debenture and regardless of the number of instruments which may be issued to
evidence such Debenture.

                  "PER SHARE MARKET VALUE" means on any particular date (a) the
closing bid price per share of Common Stock as reported at approximately 4:15
p.m. (NY time) on such date for the regular trading session on the Subsequent
Market on which the shares of Common Stock are then listed or quoted, or if
there is no such price on such date, then the closing bid price on the
Subsequent Market on the date nearest preceding such date, or (b) if the shares
of Common Stock are not then listed or quoted on a Subsequent Market, the
closing bid price for a share of Common Stock in the OTC, as reported by the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at approximately 4:15 p.m. (NY
time) on such date for the regular trading session, or (c) if the shares of
Common Stock are not then reported by the National Quotation Bureau Incorporated
(or similar organization or agency succeeding to its functions of reporting
prices), then the average of the "Pink Sheet" quotes for the relevant conversion
period, as determined in good faith by the Holder, or (d) if the shares of
Common Stock are not then publicly traded the fair market value of a share of
Common Stock as determined by an Appraiser selected in good faith by the Holders
of a majority in interest of the principal amount of Debentures then
outstanding.

                  "PERSON" means a corporation, an association, a partnership,
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

                  "PURCHASE AGREEMENT" means the Secured Convertible Debenture
Purchase Agreement, dated as of the Original Issue Date, to which the Company
and the original Holder are parties, as amended, modified or supplemented from
time to time in accordance with its terms.

                                      -13-


<PAGE>


                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Original Issue Date, to which the Company and the
original Holder are parties, as amended, modified or supplemented from time to
time in accordance with its terms.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "TRADING DAY" means (a) a day on which the shares of Common
Stock are traded on a Subsequent Market on which the shares of Common Stock are
then listed or quoted, or (b) if the shares of Common Stock are not listed on a
Subsequent Market, a day on which the shares of Common Stock are traded in the
over-the-counter market, as reported by the OTC, or (c) if the shares of Common
Stock are not quoted on the OTC, a day on which the shares of Common Stock are
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); PROVIDED, that in the event that the shares of
Common Stock are not listed or quoted as set forth in (a), (b) and (c) hereof,
then Trading Day shall mean any day except a Business Day.

                  "TRANSACTION DOCUMENTS" shall have the meaning set forth in
the Purchase Agreement.

                  "UNDERLYING SHARES" means the shares of Common Stock issuable
upon conversion of Debentures or as payment of interest in accordance with the
terms hereof.

                  "UNDERLYING SHARES REGISTRATION STATEMENT" means a
registration statement meeting the requirements set forth in the Registration
Rights Agreement, covering among other things the resale of the Underlying
Shares and naming the Holder as a "selling stockholder" thereunder.

         SECTION 7. Except as expressly provided herein, no provision of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, interest and liquidated damages (if
any) on, this Debenture at the time, place, and rate, and in the coin or
currency, herein prescribed. This Debenture is a direct obligation of the
Company. This Debenture ranks PARI PASSU with all other Debentures now or
hereafter issued under the terms set forth herein. As long as there are
Debentures outstanding, the Company shall not and shall cause it subsidiaries
not to, without the consent of the Holders, (i) amend its certificate of
incorporation, bylaws or other charter documents so as to adversely affect any
rights of the Holders; (ii) repay, repurchase or offer to repay, repurchase or
otherwise acquire shares of its Common Stock or other equity securities other
than as to the Underlying Shares to the extent permitted or required under the
Transaction Documents; or (iii) enter into any agreement with respect to any of
the foregoing. The Company may only voluntarily prepay the outstanding principal
amount on the Debentures in accordance with Section 5 hereof.

         SECTION 8. This Debenture shall not entitle the Holder to any of the
rights of a stockholder of the Company, including without limitation, the right
to vote, to receive dividends and other distributions, or to receive any notice
of, or to attend, meetings of stockholders or any other proceedings of the
Company, unless and to the extent converted into shares of Common Stock in
accordance with the terms hereof.

                                      -14-


<PAGE>


         SECTION 9. If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Debenture, or in lieu of or in
substitution for a lost, stolen or destroyed debenture, a new Debenture for the
principal amount of this Debenture so mutilated, lost, stolen or destroyed but
only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

         SECTION 10. No indebtedness of the Company is senior to this Debenture
in right of payment, whether with respect to interest, damages or upon
liquidation or dissolution or otherwise. The Company will not and will not
permit any of its subsidiaries to, directly or indirectly, enter into, create,
incur, assume or suffer to exist any indebtedness of any kind, on or with
respect to any of its property or assets now owned or hereafter acquired or any
interest therein or any income or profits therefrom that is senior in any
respect to the Company's obligations under the Debentures.

         SECTION 11. This Debenture shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of laws thereof. The Company and the Holder hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or that such suit, action or proceeding is
improper. Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

         SECTION 12. Any waiver by the Company or the Holder of a breach of any
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.

         SECTION 13. If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. If it shall be found
that any interest or other amount deemed interest due hereunder shall violate
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying

                                      -15-

<PAGE>

 all or any portion of the principal of or interest on the Debentures as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this indenture, and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefits or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impeded the execution of any power herein
granted to the Holder, but will suffer and permit the execution of every such as
though no such law has been enacted.

         SECTION 14. Whenever any payment or other obligation hereunder shall be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

         SECTION 15. The payment obligations under this Debenture and the
obligations of the Company to the Holder arising upon the conversion of all or
any of the Debentures in accordance with the provisions hereof are secured
pursuant to the Security Agreement and the IP Security Agreement (as each such
term is defined in the Purchase Agreement).

                  IN WITNESS WHEREOF, the Company has caused this Secured
Convertible Debenture to be duly executed by a duly authorized officer as of the
date first above indicated.


                         TECHNOLOGY VISIONS GROUP, INC.



                          By:/s/ James a. giansiracusa
                             James A. Giansiracusa
                             Chief Operating Officer

                                      -16-

<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION


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

The undersigned hereby elects to convert the attached Debenture into shares of
common stock, $0.01 par value per share (the "Common Stock"), of Technology
Visions Group, Inc. (the "Company") according to the conditions hereof, as of
the date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:
                              ----------------------------------------------
                              Date to Effect Conversion


                              ----------------------------------------------
                              Principal Amount of Debentures to be Converted

                              Payment of Interest in Kind
                                                                          ? Yes
                                                                          ? No
                                       If yes, $ _______ of  Interest  Accrued
                                       on Account of  Conversion  at Issue


                              ----------------------------------------------
                              Number of shares of Common Stock to be Issued


                              ----------------------------------------------
                              Applicable Conversion Price


                              ----------------------------------------------
                              Signature


                              ----------------------------------------------
                              Name


                              ----------------------------------------------
                              Address


                                      -17-

<PAGE>


                                   SCHEDULE 1

                               CONVERSION SCHEDULE

                         Technology Visions Group, Inc.
           10% Convertible Debentures due twelve months from issuance

                                     Dated:
<TABLE>
<CAPTION>

<S>                      <C>                     <C>                      <C>

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                 Aggregate Principal
                                                  Amount Remaining
  Date of Conversion                                Subsequent to
-----------------------                              Conversion
 (or for first entry,                               (or original
 Original Issue Date)    Amount of Conversion     Principal Amount)       Company Attest
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
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</TABLE>

                                      -18-