Exhibit  10.2
                          JUNIOR CONVERTIBLE DEBENTURE

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH LAWS PURSUANT TO
REGISTRATION  OR  AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS  OF  THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

ISSUANCE  DATE                              January   13, 2005

CONVERTIBLE  DEBENTURE  DUE                 January  31,  2010
AMOUNT                                      $17,350.00

     FOR  VALUE  RECEIVED,  National Parking Systems, Inc., a Nevada corporation
(the  "Company"),  hereby  promises  to  pay THE MORPHEUS TRUST DATED 10/1/03 or
registered  assigns  (the "Holder") on January 31, 2010 (the "Maturity Date"), a
principal  amount  equal  to  Seventeen  Thousand  Three  Hundred  Fifty Dollars
($17,350).  This  Debenture  shall  not  bear  interest.

Article  1.  Interest

     The  Company  shall  not  pay  interest on the unpaid principal amount this
Junior  Secured  Convertible  Debenture  (the  "Debenture").

Article  2.  Method  of  Payment

     The  Company  may  draw a check for the payment of interest to the order of
the  Holder of this Debenture and mail it to the Holders address as shown on the
Register  (as  defined  in  Section  7.2  below).

     The Company shall not have the right at any time to prepay the Debenture in
whole or in part. Prior to any payment on the Debenture at Maturity, the Company
shall  give  the  Holder  not less than thirty (30) days prior written notice of
intended  payment. During the thirty (30) days following the Holder's receipt of
such  notice,  the  Holder shall have the right to convert this Debenture at the
then  applicable  Conversion  Price,  notwithstanding  any  notice  provision or
conversion  limitation  set  forth  in  Section 3, which shall in such event not
apply  and  be  waived.

<PAGE>

Article  3.  Conversion

     Section  3.1.  Conversion  Privilege

     (a)     The  Holder  of this Debenture shall have the right, at its option,
to  convert  this Debenture into shares of Common Stock at any time, but, if the
Company  at  the  time  of  conversion has registered its Common Stock under the
Securities  Act  of  1933,  as amended, or is otherwise subject to the reporting
requirements of the Securities Exchange Act of 1934, then this Debenture may not
be  converted,  to  the  extent  such  conversion  would  cause  the  Holder  to
beneficially  own  more than 4.99% of the Company's Common Stock.  The number of
shares  of  Common  Stock  issuable  upon  the  conversion  of this Debenture is
determined  pursuant to Section 3.2 and rounding the result to the nearest whole
share.

     (b)     Less  than  all  of  the  principal amount of this Debenture may be
converted  into  Common Stock if the portion converted is $1,000 or more and the
provisions  of  this  Article  3  that  apply  to  the  conversion of all of the
Debenture shall also apply to the conversion of a portion of it.  This Debenture
may  not  be  converted,  whether in whole or in part, except in accordance with
Article  3.

     Section  3.2.  Conversion  Procedure.

     (a)     Debentures. Subject to Section 3.1, upon the Company's receipt of a
facsimile  or original of Holders duly completed and signed Notice of Conversion
(a  copy  of  which is attached hereto as Exhibit A), the Company shall instruct
its transfer agent to issue one or more Certificates representing that number of
shares  of  Common Stock into which the Debentures are convertible in accordance
with  the  provisions  regarding  conversion.  The Company's  transfer  agent or
attorney  shall  act  as  Registrar  and  shall  maintain  an appropriate ledger
containing  the  necessary  information  with  respect  to  each  Debenture.

     (b)     Conversion  Date.  Such  conversion  shall  be  effectuated  by
surrendering  to the Company, or its attorney, the Debentures (or a copy thereof
if  the  Holder  certifies  that  the original has been lost or destroyed) to be
converted  together  with  a  facsimile  or  original  of  the  signed Notice of
Conversion.  The  date  on  which  the  Notice  of  Conversion  is  effective
("Conversion  Date")  shall  be  deemed  to  be the date on which the Holder has
delivered  to  the  Company  a  facsimile  or  original  of the signed Notice of
Conversion, and so long as the time limitations set forth in Section 3.1(a) have
been  satisfied.  The  Company  shall  deliver to the Holder, or per the Holders
instructions,  the  shares  of  Common  Stock  within seven (7) business days of
receipt  of  the  Debentures  to  be  converted.

     (c)     Common  Stock  to  be  Issued.  Subject to the time limitations set
forth  in  Section  3.2(a) above, upon the conversion of any Debentures and upon
receipt  by  the  Company  or its attorney of a facsimile or original of Holders
signed  Notice  of Conversion,Company shall instruct Company's transfer agent to
issue  Stock  Certificates  in  the  name of Holder (or its nominee) and in such
denominations to be specified at conversion representing the number of shares of
Common  Stock  issuable  upon  such  conversion,  as  applicable.

<PAGE>

     (d)     Conversion  Rate.  Subject  to  the  time  limitations set forth in
Section  3.1(a),  Holder  is  entitled  to  convert this Debenture, plus accrued
interest, into Common Stock of the Company at the lesser of (i) if the Company's
Common  Stock  is  then listed for trading or quoted on any securities exchange,
market  or  quotation system (such as the Nasdaq OTC Bulletin Board or the "pink
sheets"),  30%  of  the average of the three lowest closing prices in the twenty
(20)  trading days immediately preceding the Conversion Date or (ii) $0.001 (the
lesser  of  the two being referred to as the "Conversion Price").  No fractional
shares  or  scrip representing fractions of shares will be issued on conversion,
but  the  number of shares issuable shall be rounded up or down, as the case may
be,  to  the  nearest  whole  share.  In  the event of any Event of Default, the
Conversion  Price shall be immediately reduced to 50% of the Conversion Price in
effect  prior  to  the  Event  of  Default.  In  the event of any subdivision or
forward  split of the common stock of the Company, the Conversion Price shall be
multiplied  by  a  fraction,  the  numerator of which is the number of shares of
common stock outstanding immediately prior to such split, and the denominator of
which is the number of shares of common stock outstanding immediately after such
split.

     (e)     Nothing contained in this Debenture shall be deemed to establish or
require the payment of interest to the Holder at a rate in excess of the maximum
rate  permitted  by  governing  law.  In  the  event  that  the rate of interest
required  to  be  paid  exceeds the maximum rate permitted by governing law, the
rate  of  interest required to be paid thereunder shall be automatically reduced
to  the  maximum rate permitted under the governing law and such excess shall be
returned  with  reasonable  promptness  by  the  Holder  to  the  Company.

     (f)     It  shall  be  the  Company's responsibility  to take all necessary
actions and to bear all such costs to issue certificates for the Common Stock as
provided  herein,  including  the  responsibility  and  cost  for delivery of an
opinion  letter to the transfer agent, if so required.  The person in whose name
the  certificate  of  Common  Stock  is  to  be registered shall be treated as a
shareholder  of  record  on and after the conversion date. Upon surrender of any
Debentures  that  are  to  be  converted in part, the Company shall issue to the
Holder  new  Debentures  representing the unconverted amount, if so requested by
Holder.

     (g)     Payment  of  Taxes.  The  Company  shall  pay all documentary stamp
             ------------------
taxes,  if  any,  attributable  to  the  initial  issuance  of the Common Stock;
provided,  however,  that  the  Company  shall not be required to pay any tax or
taxes  which  may  be payable, (i) with respect to any secondary transfer of the
Debentures or the Common Stock issuable upon exercise hereof or (ii) as a result
of the issuance of the Common Stock to any person other than the Holder, and the
Company shall not be required to issue or deliver any certificate for any Common
Stock  unless  and  until  the person requesting the issuance thereof shall have
paid  to the Company the amount of such tax or shall have produced evidence that
such  tax  has  been  paid  to  the  appropriate  taxing  authority.

     (h)     Conversion Default.  If, at any time Holder  submits  a  Notice  of
             -------------------
Conversion  and  the  Company  does  not have sufficient authorized but unissued
shares  of  Common  Stock  available  to  effect,  in  full, a conversion of the
Debentures (a "Conversion Default"), the Company shall promptly issue so many of
its  authorized  shares  as are then available, and then use its best efforts to
take  such  action  as  may be required to increase the authorized shares of the
Company  in  order  to  provide  for  the  issuance  of all required shares upon
Conversion.

<PAGE>

     Section  3.3.  Company  to  Reserve  Stock.  The  Company shall reserve the
number  of  shares  of  Common Stock required pursuant to and upon the terms set
forth in the Subscription Agreement, to permit the conversion of this Debenture.
All  shares of Common Stock which may be issued upon the conversion hereof shall
upon  issuance be validly issued, fully paid and nonassessable and free from all
taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.

     Section  3.4.  Restrictions  on  Transfer.  This  Debenture  has  not  been
registered  under  the  Securities  Act  of 1933, as amended, (the "Act") and is
being  issued  under  Section  4(2)  of  the  Act  and  Rule 506 of Regulation D
promulgated  under  the  Act.  This Debenture and the Common Stock issuable upon
the  conversion  thereof  may  only  be offered or sold pursuant to registration
under  or  an  exemption  from  the  Act.  In the event the Company shall file a
registration  statement with the Securities and Exchange Commission, on any form
other  than a Form S-8, then the Company shall register the shares issuable upon
conversion  of  this  Debenture,  as  well  as  any other shares requested to be
registered  by  the  Holder.

     Section  3.5.  Mergers,  Etc.  If  the  Company merges or consolidates with
another corporation or sells or transfers all or substantially all of its assets
to  another  person  and the holders of the Common Stock are entitled to receive
stock,  securities  or  property  in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and  any  such  successor, purchaser or transferee shall amend this Debenture to
provide  that  it  may  thereafter  be converted on the terms and subject to the
conditions  set  forth  above  into  the kind and amount of stock, securities or
property  receivable  upon  such  merger,  consolidation,  sale or transfer by a
holder  of  the number of shares of Common Stock into which this Debenture might
have  been  converted  immediately  before  such  merger, consolidation, sale or
transfer,  subject  to adjustments which shall be as nearly equivalent as may be
practicable  to  adjustments  provided  for  in  this  Article  3.

Article  4.  Mergers

     The  Company  shall  not  consolidate  or  merge  into,  or transfer all or
substantially  all  of  its  assets  to,  any  person, without the prior written
consent  of  the  Holders  of  a  majority  of the outstanding Debentures, which
consent  may  be  withheld  in  each Holder's sole and absolute discretion.  Any
reference  herein  to  the  Company  shall refer to such surviving or transferee
corporation and the obligations of the Company shall terminate upon such written
assumption.

Article  5.  Reports

     The  Company  will mail to the Holder hereof at its address as shown on the
Register a copy of any annual, quarterly or other report or proxy statement that
it  gives  to its shareholders generally at the time such report or statement is
sent  to shareholders, unless such report is timely filed with the United States
Securities  and  Exchange  Commission.

Article  6.  Defaults  and  Remedies

<PAGE>

     Section  6.1.  Events  of Default.  An "Event of Default" occurs if (a) the
Company  does  not  make the payment of the principal of this Debenture when the
same  becomes due and payable at maturity, upon redemption or otherwise, (b) the
Company  does  not  issue the proper number of shares of common stock, with only
such  legends  as  are  required  by  law,  within seven business days following
receipt of a Notice of Conversion signed by the Holder, (c) any of the Company's
representations  or  warranties contained in this Debenture were false when made
or  the  Company  fails  to  comply  with  any  of  its other agreements in this
Debenture,  (d)  the  Company shall default under any indebtedness or obligation
for  the  payment  of money where such amount is equal to at least $100,000, (e)
the  Company  shall  violate  or  breach  any of the covenants contained in this
Agreement,  (f) the Company's common stock shall be delisted from any securities
exchange,  market  or  quotation system, or the Nasdaq Over-The-Counter Bulletin
Board,  or  (g)  the Company pursuant to or within the meaning of any Bankruptcy
Law  (as  hereinafter  defined):  (i)  commences  a  voluntary  petition  under
Bankruptcy  Law; (ii) consents to the entry of an order for relief against it in
an  involuntary  bankruptcy  petition;  (iii)  consents  to the appointment of a
Custodian  (as hereinafter defined) of it or for all or substantially all of its
property  or (iv) makes a general assignment for the benefit of its creditors or
(v)  a  court  of  competent  jurisdiction  enters  an order or decree under any
Bankruptcy  Law  that:  (A)  is for relief against the Company in an involuntary
bankruptcy  petition;  (B)  appoints  a  Custodian  of the Company or for all or
substantially  all of its property or (C) orders the liquidation of the Company,
and  the order or decree remains unstayed and in effect for 60 days.  As used in
this  Section 6.1, the term "Bankruptcy Law" means Title 11 of the United States
Code  or  any  similar federal or state law for the relief of debtors.  The term
"Custodian"  means  any  receiver,  trustee,  assignee,  liquidator  or  similar
official  under  any  Bankruptcy  Law.

     Section  6.2.  Acceleration  and  Other  Remedies.  If  an Event of Default
occurs  and  is  continuing,  the  Holder  hereof  by notice to the Company, may
declare the remaining principal amount of this Debenture, to be due and payable.
Upon  such  declaration, the remaining principal amount shall be due and payable
immediately.  In  addition, if an Event of Default occurs and continues for more
than  60  days,  then the Holder shall thereafter have the right to convert this
Debenture  at fifty percent (50%) of the Conversion Price then in effect, at any
time,  and without regard to the 4.99% limitation contained in Section 3 hereof.

     Section  6.3.  Covenants.  The Company hereby agrees to comply with each of
the  following  covenants,  the  breach or violation of which shall be deemed an
Event of Default hereunder.  Without the prior written consent of the Holders of
at  least  a  majority  of  the  outstanding  Debentures:

     a.   The  Company  shall  not  authorize  or issue any additional shares of
          preferred  stock,  or  any  shares  of  Common Stock other than Common
          Stock,  or  any shares of Common Stock in any calendar quarter if such
          issuances,  aggregated,  would cause the issued and outstanding shares
          of  Common  Stock  of  the  Company  to  be increased by more than ten
          percent  of  the  outstanding  Common  Stock  on  the  last day of the
          preceding  calendar  quarter;

     b.   The  Company  shall not effect a split of its Common Stock, or pay any
          dividends on its Common Stock, without the consent of the Holders of a
          majority  of  the  outstanding  Debentures;

<PAGE>

     c.   The  Company  shall  not  issue any additional Debentures to any party
          (this  shall  not prevent the Company from issuing other debentures or
          debt  obligations);

     d.   The Company shall not increase the compensation paid or payable to any
          of its officers or directors by more than five percent (5%) in any one
          calendar  year;

     e.   Once  the Company becomes subject to the reporting requirements of the
          Securities  and Exchange Act of 1934, as amended (the "Exchange Act"),
          the  Company  shall  at  all  times  comply  in all respects with such
          reporting requirements, and shall take such action as is required from
          time to time to continue and maintain the eligibility of the Company's
          stockholders  to  transfer  securities  without registration under the
          exemption  provided  by  Rule  144  promulgated  under  the  Act.

Article  7.  Record  Ownership

     Section  7.1.  Record  Ownership.  The  Company,  or  its  attorney,  shall
maintain  a  register  of the holders of the Debentures (the "Register") showing
their  names  and  addresses  and  the  serial  numbers and principal amounts of
Debentures  issued  to  or transferred of record by them from time to time.  The
Register  may  be maintained in electronic, magnetic or other computerized form.
The  Company  may  treat the person named as the Holder of this Debenture in the
Register  as  the sole owner of this Debenture.  The Holder of this Debenture is
the  person  exclusively  entitled  to  receive  payments  of  interest  on this
Debenture, receive notifications with respect to this Debenture, convert it into
Common Stock and otherwise exercise all of the rights and powers as the absolute
owner  hereof.

     Section 7.2.  Registration of Transfer.  Transfers of this Debenture may be
registered  on  the books of the Company maintained for such purpose pursuant to
Section 7.2 above (i.e., the Register).  Transfers shall be registered when this
Debenture  is  presented  to the Company with a request to register the transfer
hereof  and the Debenture is duly endorsed by the appropriate person, reasonable
assurances  are  given  that the endorsements are genuine and effective, and the
Company  has received evidence satisfactory to it that such transfer is rightful
and  in  compliance  with  all applicable laws, including tax laws and state and
federal securities laws.  When this Debenture is presented for transfer and duly
transferred hereunder, it shall be canceled and a new Debenture showing the name
of  the  transferee as the record holder thereof shall be issued in lieu hereof.
When  this  Debenture  is  presented to the Company with a reasonable request to
exchange  it for an equal principal amount of Debentures of other denominations,
the Company shall make such exchange and shall cancel this Debenture  and  issue
in  lieu  thereof  Debentures  having  a  total  principal  amount equal to this
Debenture  in  such  denominations  as  agreed  to  by  the  Company and Holder.

     Section  7.3.  Lost  Debentures.  If  this  Debenture  becomes  defaced  or
mutilated but is still substantially intact and recognizable, the Company or its
agent  may  issue  a new Debenture in lieu hereof upon its surrender.  Where the
Holder  of  this Debenture claims that the Debenture has been lost, destroyed or
wrongfully  taken,  the  Company  shall  issue  a  new Debenture in place of the
original  Debenture  if  the Holder so requests by written notice to the Company
actually  received  by  the Company before it is notified that the Debenture has
been  acquired  by  a  bona  fide  purchaser and the Holder has delivered to the
Company  an  indemnity  bond  in  such  amount  and issued by such surety as the
Company  deems  satisfactory  together  with  an affidavit of the Holder setting
forth  the  facts  concerning such loss, destruction or wrongful taking and such
other  information  in  such form with such proof or verification as the Company
may  request.

<PAGE>

Article  8.  Dilution.

     The  number  of  shares  of  Common  Stock  issuable upon conversion of the
Debentures  shall  be  dilutive.  The Company's executive officers and directors
have studied and fully understand the nature of the transactions contemplated by
this  Debenture  and  recognize  that  the  Debenture,  if exercised will have a
dilutive effect on existing shareholders.  The board of directors of the Company
has concluded, in its good faith business judgment, that such issuance is in the
best  interests  of the Company.  The Company specifically acknowledges that its
obligation  to  issue  additional  shares  of  Common  Stock is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the
ownership  interests  of  other  shareholders  of  the  Company.

Article  9.  Notices

     Any  notice  which  is  required  or  convenient  under  the  terms of this
Debenture  shall  be  duly  given if it is in writing and delivered in person or
mailed  by  first  class mail, postage prepaid and directed to the Holder of the
Debenture  at  its address as it appears on the Register or if to the Company to
its  principal executive offices. The time when such notice is sent shall be the
time  of  the  giving  of  the  notice.

Article  10.  Time

     Where  this  Debenture  authorizes  or requires the payment of money or the
performance  of  a  condition  or obligation on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such  payment  may be made or condition or obligation performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment  may  be made or condition performed, at or before the same hour of such
next  succeeding  business  day,  with  the  same force and effect as if made or
performed  in  accordance  with  the  terms of this Debenture.  A "business day"
shall mean a day on which the banks in California are not required or allowed to
be  closed.

Article  11.  Waivers

     The holders of a majority in principal amount of the Debentures may waive a
default  or  rescind the declaration of an Event of Default and its consequences
except  for  a  default  in  the  payment of principal or conversion into Common
Stock.

Article  12.  Rules  of  Construction

<PAGE>

     In  this  Debenture,  unless  the  context otherwise requires, words in the
singular  number include the plural, and in the plural include the singular, and
words  of the masculine gender include the feminine and the neuter, and when the
sense  so  indicates,  words  of the neuter gender may refer to any gender.  The
numbers  and  titles  of  sections  contained  in the Debenture are inserted for
convenience  of  reference  only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in  this  Debenture, a determination of the Company is required or allowed, such
determination  shall  be  made  by  a  majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the  Company  and  the  Holder  of  this  Debenture.

Article  13.  Governing  Law

     The validity, terms, performance and enforcement of this Debenture shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  State  of  California  applicable  to  agreements  that are negotiated,
executed,  delivered  and  performed  solely  in  the  State of California.  The
prevailing  party  in any dispute arising hereunder shall be entitled to recover
all  of  its  reasonable  attorneys  fees  and  costs of defense, prosecution or
litigation.

Article  14.     Disputes

     (a)     Forum  Selection  and  Consent  to Jurisdiction.  Any litigation or
dispute  based hereon, or related to, or arising out of, under, or in connection
with,  this  agreement  or  any course of conduct, course of dealing, statements
(whether  oral  or written) or actions of the Company or Holder shall be brought
and  maintained  exclusively  in  the  state  or  federal courts of the State of
California,  city of Santa Monica.  The Company hereby expressly and irrevocably
submits  to  the  jurisdiction  of  the state and federal courts of the State of
California,  city of Santa Monica, for the purpose of any such litigation as set
forth  above  and  irrevocably agrees to be bound by any final judgment rendered
thereby  in  connection  with  such litigation.  The Company further irrevocably
consents  to  the  service of process by registered mail, postage prepaid, or by
personal  service within or without the State of California.  The Company hereby
expressly  and  irrevocably  waives, to the fullest extent permitted by law, any
objection  which it may have or hereafter may have to the laying of venue of any
such  litigation  brought in any such court referred to above and any claim that
any  such  litigation has been brought in any inconvenient forum.  To the extent
that  the Company has or hereafter may acquire any immunity from jurisdiction of
any  court  or  from  any  legal  process  (whether  through  service or notice,
attachment  prior to judgment, attachment in aid of execution or otherwise) with
respect  to  itself  or its property, the Company hereby irrevocably waives such
immunity  in  respect of its obligations under this agreement and the other loan
documents.

     (b)     Waiver of Jury Trial.  The Holder and the Company hereby knowingly,
voluntarily  and intentionally waive any rights they may have to a trial by jury
in  respect  of  any  litigation  based  hereon, or arising out of, under, or in
connection  with,  this  agreement, or any course of conduct, course of dealing,
statements  (whether  oral  or written) or actions of the Holder or the Company.
The  Company  acknowledges  and  agrees that it has received full and sufficient
consideration  for  this  provision  and  that  this  provision  is  a  material
inducement  for the Holder entering into this agreement.  If for any reason this
jury  trial  waiver  is not enforceable, then upon any such finding, the parties
agree  that  any  dispute  arising  from or related in any way to this Agreement
shall  be  resolved by binding arbitration, and shall be immediately referred to
arbitration  by  the court in any then pending proceeding upon request by either
party.

<PAGE>

     IN  WITNESS WHEREOF, the Company has duly executed this Debenture as of the
date  first  written  above.
National  Parking  Systems,  Inc.,     THE  MORPHEUS  TRUST  DATED  10/1/03
a  Nevada  corporation

By: /s/ Marc Ebersole                  By:
  -------------------------               ------------------------
Marc  Ebersole                         Name:
Chief  Executive  Officer              Title:

<PAGE>

                                    Exhibit A

                              NOTICE OF CONVERSION
                              --------------------

           (To be Executed by the Registered Holder upon Conversion.)

The  undersigned hereby irrevocably elects, as of               , 200 to convert
                                                 ---------------
$                   of the Debentures into Shares of Common Stock (the "Shares")
 -----------------
of  National  Parking  Systems,  Inc.,  a  Nevada  corporation  (the "Company").

Date  of  Conversion
                   -------------------------------------------

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

Number  of  Shares  Issuable  upon  this  conversion
                                                     ---------

Signature
         -----------------------------------------------------
     [Name]
Address
       -------------------------------------------------------

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

Phone                         Fax
     ----------------------      -----------------------------

                                       10
<PAGE>