Exhibit 4.2

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE,  AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD
OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT OR  PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

                          7 3/4% CONVERTIBLE DEBENTURE

Company: Radix Marine, Inc.
Company Address: 9119 Ridgetop Blvd., Suite 260, Silverdale, WA 98383
Closing Date: March ___, 2004
Maturity Date: March ___, 2006
Principal Amount: $300,000
First Payment Due Date: May 15, 2004

         Radix  Marine,  Inc.,  a  Nevada  corporation,  and  any  successor  or
resulting corporation by way of merger,  consolidation,  sale or exchange of all
or  substantially  all of the assets or  otherwise  (the  "Company"),  for value
received,  hereby  promises  to pay to the Holder  (as such term is  hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of the Holder,  on the  Maturity  Date,  the  Principal  Amount (as such term is
hereinafter  defined), as such sum may be adjusted pursuant to Article 3, and to
pay interest thereon from the Closing Date, monthly in arrears,  on the 15th day
of each  month  (each an  "Interest  Payment  Due  Date" and  collectively,  the
"Interest Payment Due Dates"),  commencing on the First Payment Due Date, at the
rate of seven and  three-quarter  percent  (7 3/4 %) per annum  (the  "Debenture
Interest  Rate"),  until the Principal Amount of this Debenture has been paid in
full. All interest  payable on the Principal  Amount of this Debenture  shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
Payment of interest on this Debenture  shall be in cash or, at the option of the
Holder,  in shares of Common Stock of the Company valued at the then  applicable
Conversion Price (as defined herein).  This Debenture may not be prepaid without
the written consent of the Holder.

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1  Definitions.  The terms  defined in this Article  whenever
used in this Debenture have the following respective meanings:

              (i)  "Affiliate"  has the  meaning  ascribed  to such term in Rule
12b-2 under the Securities Exchange Act of 1934, as amended.

              (ii) "Bankruptcy  Code" means the United States Bankruptcy Code of
1986, as amended (11 U.S.C.ss.ss.101 et. seq.).


<PAGE>

              (iii)  "Business Day" means a day other than  Saturday,  Sunday or
any day on which banks  located in the State of  California  are  authorized  or
obligated to close.

              (iv) "Capital  Shares" means the Common Stock and any other shares
of any  other  class or  series  of  capital  stock,  whether  now or  hereafter
authorized  and however  designated,  which have the right to participate in the
distribution   of  earnings  and  assets  (upon   dissolution,   liquidation  or
winding-up) of the Company.

              (v) "Common  Company's  Common  Stock.  Shares" or "Common  Stock"
means shares of the

              (vi) "Common Stock Issued at Conversion", when used with reference
to the  securities  deliverable  upon  conversion of this  Debenture,  means all
Common Shares now or hereafter  Outstanding and securities of any other class or
series  into  which  this  Debenture   hereafter  shall  have  been  changed  or
substituted, whether now or hereafter created and however designated.

              (vii)  "Conversion"  or  "conversion"  means the  repayment by the
Company of the Principal Amount of this Debenture (and, to the extent the Holder
elects as permitted by Section 3.1, accrued and unpaid interest  thereon) by the
delivery of Common Stock on the terms  provided in Section  3.2, and  "convert,"
"converted," "convertible" and like words shall have a corresponding meaning.

              (viii) "Conversion Date" means any day on which all or any portion
of the Principal  Amount of this  Debenture is converted in accordance  with the
provisions hereof.

              (ix)  "Conversion  Notice"  means a written  notice of  conversion
substantially in the form annexed hereto as Exhibit A.

              (x)  "Conversion  Price"  on any date of  determination  means the
applicable price for the conversion of this Debenture into Common Shares on such
day as set forth in Section 3.1(a).

              (xi) "Current Market Price" on any date of determination means the
closing  price of a Common  Share on such day as  reported  on the NASDAQ  OTCBB
Exchange;  provided  that, if such security is not listed or admitted to trading
on the NASDAQ OTCBB, as reported on the principal  national security exchange or
quotation  system on which  such  security  is quoted or listed or  admitted  to
trading,  or, if not quoted or listed or  admitted  to  trading on any  national
securities  exchange or quotation system, the closing bid price of such security
on the  over-the-counter  market on the day in question as reported by Bloomberg
LP or a similar generally accepted reporting service, as the case may be.

              (xii)  "Deadline"  means  the date  that is the 120th day from the
Closing Date.

              (xiii)   "Debenture"  or  "Debentures"   means  this   Convertible
Debenture  of the  Company  or such  other  convertible  debenture(s)  exchanged
therefor as provided in Section 2.1.

<PAGE>


              (xiv)  "Discount  Multiplier" has the meaning set forth in Section
3.1(a).

              (xv) "Event of Default" has the meaning set forth in Section 6.1.

              (xvi) "Holder" means La Jolla Cove Investors,  Inc., any successor
thereto,  or any Person to whom this  Debenture is  subsequently  transferred in
accordance with the provisions hereof.

              (xvii)  "Interest  Payment  Due Date" has the meaning set forth in
the opening paragraph of this Debenture.

              (xviii) "Market  Disruption Event" means any event that results in
a material suspension or limitation of trading of the Common Shares.

              (xix)  "Market  Price" per Common  Share means the lowest price of
the Common  Shares  during any  Trading  Day as  reported  on the NASDAQ  OTCBB;
provided  that,  if such  security  is not listed or  admitted to trading on the
NASDAQ  OTCBB,  as  reported  on the  principal  national  security  exchange or
quotation  system on which  such  security  is quoted or listed or  admitted  to
trading,  or, if not quoted or listed or  admitted  to  trading on any  national
securities  exchange or quotation system,  the lowest price of the Common Shares
during any Trading Day on the  over-the-counter  market as reported by Bloomberg
LP or a similar generally accepted reporting service, as the case may be.

              (xx) "Maximum Rate" has the meaning set forth in Section 6.4.

              (xxi)  "Outstanding"  when used with reference to Common Shares or
Capital Shares (collectively, "Shares") means, on any date of determination, all
issued and outstanding  Shares, and includes all such Shares issuable in respect
of outstanding scrip or any certificates  representing  fractional  interests in
such Shares;  provided,  however,  that any such Shares  directly or  indirectly
owned or held by or for the  account  of the  Company or any  Subsidiary  of the
Company shall not be deemed "Outstanding" for purposes hereof.

              (xxii) "Person" means an individual, a corporation, a partnership,
an  association,   a  limited  liability  company,  an  unincorporated  business
organization,  a trust or other entity or  organization,  and any  government or
political subdivision or any agency or instrumentality thereof.

              (xxiii) "Principal Amount" means, for any date of calculation, the
principal sum set forth in the first  paragraph of this Debenture (but only such
principal  amount as to which the Holder has (a) actually  advanced  pursuant to
the  Securities  Purchase  Agreement,   and  (b)  not  theretofore  furnished  a
Conversion Notice in compliance with Section 3.2).

              (xxiv)   "Registration   Rights   Agreement"  means  that  certain
Registration  Rights  Agreement of even date herewith by and between the Company
and Holder, as the same may be amended from time to time.

              (xxv)  "SEC"  means the  United  States  Securities  and  Exchange
Commission.


<PAGE>

              (xxvi)  "Securities  Act"  means the  Securities  Act of 1933,  as
amended,  and the rules and regulations of the SEC thereunder,  all as in effect
at the time.

              (xxvii)   "Securities   Purchase  Agreement"  means  that  certain
Securities Purchase Agreement of even date herewith by and among the Company and
Holder, as the same may be amended from time to time.

              (xxviii)  "Subsidiary"  means any  entity of which  securities  or
other  ownership  interests  having ordinary voting power to elect a majority of
the board of directors or other persons  performing  similar functions are owned
directly or indirectly by the Company.

              (xxix)  "Trading  Day"  means any day on which (i)  purchases  and
sales of  securities on the principal  national  security  exchange or quotation
system on which the Common  Shares are traded are reported  thereon,  or, if not
quoted or listed or admitted to trading on any national  securities  exchange or
quotation system,  as reported by Bloomberg LP or a similar  generally  accepted
reporting service,  as the case may be, (ii) at least one bid for the trading of
Common Shares is reported and (iii) no Market Disruption Event occurs.

              All  references  to "cash" or "$"  herein  means  currency  of the
United States of America.

                                    ARTICLE 2
                        EXCHANGES, TRANSFER AND REPAYMENT

         SECTION 2.1  Registration  of Transfer of Debentures.  This  Debenture,
when  presented  for  registration  of  transfer,  shall (if so  required by the
Company) be duly endorsed, or be accompanied by a written instrument of transfer
in form reasonably satisfactory to the Company duly executed, by the Holder duly
authorized in writing.

         SECTION 2.2 Loss,  Theft,  Destruction  of  Debenture.  Upon receipt of
evidence  satisfactory  to  the  Company  of the  loss,  theft,  destruction  or
mutilation  of this  Debenture  and,  in the  case of any  such  loss,  theft or
destruction,  upon receipt of indemnity or security  reasonably  satisfactory to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation of this Debenture,  the Company shall make,  issue and deliver,  in
lieu of such lost, stolen,  destroyed or mutilated Debenture, a new Debenture of
like tenor and unpaid  Principal Amount dated as of the date hereof (which shall
accrue  interest  from the most  recent  Interest  Payment  Due Date on which an
interest payment was made in full).  This Debenture shall be held and owned upon
the express condition that the provisions of this Section 2.2 are exclusive with
respect to the replacement of a mutilated,  destroyed,  lost or stolen Debenture
and shall preclude any and all other rights and remedies notwithstanding any law
or statute  existing or hereafter  enacted to the  contrary  with respect to the
replacement of negotiable  instruments or other securities without the surrender
thereof.

         SECTION 2.3 Who Deemed Absolute Owner.  The Company may deem the Person
in whose name this Debenture  shall be registered upon the registry books of the
Company  to be,  and may  treat it as,  the  absolute  owner  of this  Debenture
(whether or not this  Debenture  shall be overdue)  for the purpose of receiving
payment of or on  account of the  Principal  Amount of this  Debenture,  for the
conversion of this Debenture and for all other purposes, and the Company


<PAGE>

shall not be affected by any notice to the contrary.  All such payments and such
conversions  shall be valid and effectual to satisfy and discharge the liability
upon this  Debenture to the extent of the sum or sums so paid or the  conversion
or conversions so made.

         SECTION 2.4 Repayment at Maturity.  At the Maturity  Date,  the Company
shall repay the outstanding Principal Amount of this Debenture in whole in cash,
together with all accrued and unpaid interest thereon,  in cash, to the Maturity
Date.

                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

         SECTION 3.1 Conversion; Conversion Price; Valuation Event.

         (a)  Subject  to  the  filing  of a  certificate  of  amendment  to the
certificate of incorporation of the Company,  at the option of the Holder,  this
Debenture may be converted, either in whole or in part, up to the full Principal
Amount hereof (in  increments of $1,000 in Principal  Amount) into Common Shares
(calculated as to each such  conversion to the nearest  1/100th of a share),  at
any time and from time to time on any Business Day,  subject to compliance  with
Section  3.2.  The number of Common  Shares  into which  this  Debenture  may be
converted  is  equal to the  dollar  amount  of the  Debenture  being  converted
multiplied by eleven,  minus the product of the Conversion  Price  multiplied by
ten times the dollar amount of the  Debenture  being  converted,  and the entire
foregoing  result shall be divided by the  Conversion  Price.  In addition,  the
Company shall pay to the Holder on the Conversion Date, in cash, any accrued and
unpaid  interest on the Debenture  being converted not included at the option of
the Holder in clause (i) of the immediately preceding sentence.  The "Conversion
Price" shall be equal to the lesser of (i) $0.20,  or (ii) eighty  percent (80%)
of the average of the 3 lowest Volume Weighted  Average Prices during the twenty
(20)  Trading   Days  prior  to  Holder's   election  to  convert  (a  "Discount
Multiplier");  provided,  that in the event the  Registration  Statement has not
been  declared  effective  by the SEC by the  Deadline  or, if the  Registration
Statement  has  theretofore  been  declared  effective  but  is  not  thereafter
effective,  then the  applicable  Discount  Multiplier  shall  decrease by three
percentage  points  (3%) for each month or  partial  month  occurring  after the
Deadline that the Registration Statement is not effective.

Beginning in the first full calendar month after the  Registration  Statement is
declared  effective,  Holder shall  convert at least 5% of the face value of the
Debenture per calendar  month into Common  Shares of the Company,  provided that
the Common  Shares are  available,  registered  and freely  tradable.  If Holder
converts more than 5% of the face value of the Debenture in any calendar  month,
the excess over 5% shall be credited against the next month's minimum conversion
amount. In the event Holder does not convert at least 5% of the Debenture in any
particular  calendar month,  Holder shall not be entitled to collect interest on
the Debenture for that month.

If the Holder elects to convert a portion of the Debenture  and, on the day that
the election is made,  the Volume  Weighted  Average  Price is below $0.05,  the
Company shall have the right to prepay that portion of the Debenture that Holder
elected  to  convert,  plus any  accrued  and unpaid  interest,  at 150% of such
amount.  In the event  that the  Company  elects to prepay  that  portion of the
Debenture, Holder shall have the right to withdraw its Conversion Notice.


<PAGE>


         (b)  Notwithstanding the provisions of Section 3.1(a), in the event the
Company's Registration Statement has not been declared effective by the Deadline
or, if the Registration Statement has theretofore been declared effective but is
not  thereafter  effective,  the  following  will also apply in  addition to any
damages incurred by the Holder as a result thereof:

              (i) The Holder  may  demand  repayment  of one  hundred  and fifty
percent  (150%) of the  Principal  Amount of the  Debenture,  together  with all
accrued and unpaid interest thereon, in cash, at any time prior to the Company's
Registration  Statement being declared effective by the SEC or during the period
that the Company's Registration Statement is not effective, such repayment to be
made  within  three (3)  business  days of such  demand.  In the event  that the
Debenture  is so  accelerated,  in addition to the  repayment of one hundred and
fifty percent (150%) of the Principal  Amount together with accrued  interest as
aforesaid,  the Company shall  immediately issue and pay, as the case may be, to
the Holder  50,000  Shares of Common  Stock and $15,000 for each thirty (30) day
period,  or  portion  thereof,  during  which the  Principal  Amount,  including
interest thereon, remains unpaid, with the monthly payment amount to increase to
$20,000 for each thirty (30) day  period,  or portion  thereof,  after the first
ninety (90) day period;

              (ii) If the Holder does not elect to accelerate the Debenture, the
Company  shall  immediately  issue or pay, as the case may be, to Holder  50,000
Shares of Common  Stock and $15,000 for each thirty (30) day period,  or portion
thereof,  that the  Registration  Statement is not  effective,  with the monthly
payment  amount to increase  to $20,000  for each  thirty  (30) day  period,  or
portion thereof, after the first ninety (90) day period.

              (iii)  If  the  SEC  indicates  that  the  Company's  Registration
Statement  will be  declared  effective  upon  request by the  Company,  and the
Company does not, within 3 business days of the SEC indication, request that the
Registration  Statement become  effective,  the amounts set forth in subsections
(ii) and (iii) above shall double.

         SECTION 3.2 Exercise of Conversion  Privilege.  (a)  Conversion of this
Debenture may be exercised on any Business Day by the Holder by  telecopying  an
executed and completed  Conversion  Notice to the Company.  Each date on which a
Conversion Notice is telecopied to the Company in accordance with the provisions
of this  Section 3.2 shall  constitute  a  Conversion  Date.  The Company  shall
convert this  Debenture  and issue the Common Stock Issued at  Conversion in the
manner  provided  below in this  Section  3.2,  and all voting and other  rights
associated  with  the  beneficial  ownership  of  the  Common  Stock  Issued  at
Conversion  shall vest with the Holder,  effective as of the Conversion  Date at
the time specified in the Conversion  Notice.  The Conversion  Notice also shall
state the name or names  (with  addresses)  of the persons who are to become the
holders  of the  Common  Stock  Issued at  Conversion  in  connection  with such
conversion.  As promptly  as  practicable  after the  receipt of the  Conversion
Notice as  aforesaid,  but in any event not more than  three (3)  Business  Days
after the Company's  receipt of such  Conversion  Notice,  the Company shall (i)
issue the Common Stock Issued at Conversion in accordance with the provisions of
this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or
if a  Registration  Statement  covering  the  Common  Stock  has  been  declared
effective  by the SEC cause to be  electronically  transferred,  to Holder (x) a
certificate or certificate(s)  representing the number of Common Shares to which
the Holder is entitled by virtue of such  conversion,  (y) cash,  as provided in
Section 3.3, in respect of any fraction of a

<PAGE>

Common Share  deliverable  upon such conversion and (z) cash or shares of Common
Stock, as applicable,  representing the amount of accrued and unpaid interest on
this Debenture as of the Conversion  Date.  Such  conversion  shall be deemed to
have been effected at the time at which the Conversion Notice indicates,  and at
such time the rights of the Holder of this Debenture,  as such (except if and to
the extent that any Principal Amount thereof remains  unconverted),  shall cease
and the Person and  Persons  in whose name or names the Common  Stock  Issued at
Conversion  shall be  issuable  shall be deemed  to have  become  the  holder or
holders of record of the Common Shares represented  thereby,  and all voting and
other rights  associated  with the  beneficial  ownership of such Common  Shares
shall at such time vest with such Person or Persons. The Conversion Notice shall
constitute  a contract  between the Holder and the  Company,  whereby the Holder
shall be deemed to  subscribe  for the number of Common  Shares which it will be
entitled to receive upon such  conversion  and, in payment and  satisfaction  of
such  subscription (and for any cash adjustment to which it is entitled pursuant
to Section 3.4), to surrender this Debenture and to release the Company from all
liability thereon (except if and to the extent that any Principal Amount thereof
remains  unconverted).  No cash  payment  aggregating  less than $1.00  shall be
required to be given unless specifically requested by the Holder.

                 (b) If, at any time after the date of this  Debenture,  (i) the
Company challenges,  disputes or denies the right of the Holder hereof to effect
the conversion of this  Debenture  into Common Shares or otherwise  dishonors or
rejects any Conversion  Notice  delivered in accordance with this Section 3.2 or
(ii) any third  party who is not and has never been an  Affiliate  of the Holder
commences any lawsuit or legal proceeding or otherwise  asserts any claim before
any court or public or governmental  authority  which seeks to challenge,  deny,
enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect
the conversion of this Debenture into Common Shares,  then the Holder shall have
the right, by written notice to the Company,  to require the Company to promptly
redeem this  Debenture for cash at one hundred and fifty (150%) of the Principal
Amount  thereof,  together with all accrued and unpaid  interest  thereon to the
date of redemption.  Under any of the circumstances set forth above, the Company
shall be  responsible  for the payment of all costs and  expenses of the Holder,
including reasonable legal fees and expenses,  as and when incurred in defending
itself in any such action or pursuing its rights  hereunder  (in addition to any
other rights of the Holder).

                 (c) The Holder  shall be entitled to  exercise  its  conversion
privilege  notwithstanding  the  commencement  of any case under the  Bankruptcy
Code.  In the event the  Company  is a debtor  under the  Bankruptcy  Code,  the
Company  hereby waives to the fullest  extent  permitted any rights to relief it
may  have  under  11  U.S.C.  ss.  362 in  respect  of the  Holder's  conversion
privilege.  The Company hereby waives to the fullest extent permitted any rights
to relief it may have under 11 U.S.C.  ss. 362 in respect of the  conversion  of
this Debenture.  The Company agrees,  without cost or expense to the Holder,  to
take or consent to any and all action  necessary to  effectuate  relief under 11
U.S.C. ss. 362.

         SECTION 3.3  Fractional  Shares.  No fractional  Common Shares or scrip
representing fractional Common Shares shall be delivered upon conversion of this
Debenture.  Instead of any  fractional  Common Shares which  otherwise  would be
delivered  upon  conversion  of this  Debenture,  the  Company  shall pay a cash
adjustment  in respect of such  fraction in an amount equal to the same fraction
multiplied by the Current Market Price on the Conversion Date. No

<PAGE>

cash  payment  of  less  than  $1.00  shall  be  required  to  be  given  unless
specifically requested by the Holder.

         SECTION 3.4 Adjustments.  The Conversion Price and the number of shares
deliverable  upon  conversion of this  Debenture are subject to adjustment  from
time to time as follows:

                 (i) Reclassification, Etc. In case the Company shall reorganize
its capital,  reclassify  its capital  stock,  consolidate or merge with or into
another Person (where the Company is not the survivor or where there is a change
in or  distribution  with  respect to the Common  Stock of the  Company),  sell,
convey,  transfer or otherwise dispose of all or substantially all its property,
assets or business to another  Person,  or effectuate a transaction or series of
related  transactions in which more than fifty percent (50%) of the voting power
of the Company is disposed of (each,  a  "Fundamental  Corporate  Change")  and,
pursuant to the terms of such  Fundamental  Corporate  Change,  shares of common
stock of the successor or acquiring corporation, or any cash, shares of stock or
other  securities or property of any nature  whatsoever  (including  warrants or
other subscription or purchase rights) in addition to or in lieu of common stock
of the successor or acquiring  corporation ("Other Property") are to be received
by or distributed to the holders of Common Stock of the Company, then the Holder
of this Debenture shall have the right  thereafter,  at its sole option,  to (x)
require the Company to prepay this  Debenture  for cash at one hundred and fifty
percent (150%) of the Principal  Amount  thereof,  together with all accrued and
unpaid  interest  thereon to the date of  prepayment,  (y) receive the number of
shares of common  stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving corporation, and Other Property as is receivable
upon or as a result  of such  Fundamental  Corporate  Change  by a holder of the
number of shares of Common  Stock  into  which the  outstanding  portion of this
Debenture may be converted at the Conversion Price applicable  immediately prior
to such  Fundamental  Corporate  Change  or (z)  require  the  Company,  or such
successor,  resulting or purchasing corporation, as the case may be, to, without
benefit of any  additional  consideration  therefor,  execute and deliver to the
Holder a  debenture  with  substantial  identical  rights,  privileges,  powers,
restrictions  and other terms as this Debenture in an amount equal to the amount
outstanding under this Debenture immediately prior to such Fundamental Corporate
Change.  For  purposes  hereof,  "common  stock of the  successor  or  acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  prepayment  and shall also include any
evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing provisions shall similarly apply to successive  Fundamental  Corporate
Changes.

         SECTION 3.5 Certain Conversion Limits.

         Notwithstanding  anything herein to the contrary,  if and to the extent
that, on any date, the holding by the Holder of this  Debenture  would result in
the Holder's  being deemed the  beneficial  owner of more than 4.99% of the then
Outstanding  shares of Common  Stock,  then the Holder shall not have the right,
and the Company  shall not have the  obligation,  to convert any portion of this
Debenture as shall cause such Holder to be deemed the  beneficial  owner of more
than 4.99%

<PAGE>

of the then  Outstanding  shares of  Common  Stock.  If any  court of  competent
jurisdiction  shall  determine  that the foregoing  limitation is ineffective to
prevent a Holder from being  deemed the  beneficial  owner of more than 4.99% of
the then Outstanding  shares of Common Stock, then the Company shall prepay such
portion  of this  Debenture  as shall  cause  such  Holder  not to be deemed the
beneficial  owner of more than  4.99% of the then  Outstanding  shares of Common
Stock. Upon such determination by a court of competent jurisdiction,  the Holder
shall have no interest in or rights under such portion of the Debenture. Any and
all interest paid on or prior to the date of such determination  shall be deemed
interest paid on the  remaining  portion of this  Debenture  held by the Holder.
Such prepayment shall be for cash at a prepayment price of one hundred and fifty
percent (150%) of the Principal  Amount  thereof,  together with all accrued and
unpaid interest thereon to the date of prepayment.

         SECTION  3.6  Surrender  of  Debentures.  Upon any  redemption  of this
Debenture  pursuant to Sections  3.2, 3.5 or 6.2, or upon  maturity  pursuant to
Section  2.4, the Holder  shall  either  deliver  this  Debenture by hand to the
Company at its principal  executive offices or surrender the same to the Company
at such  address by  nationally  recognized  overnight  courier.  Payment of the
redemption  price or the amount due on maturity  specified in Section 2.4, shall
be made by the  Company to the Holder  against  receipt  of this  Debenture  (as
provided in this Section 3.5) by wire transfer of immediately available funds to
such account(s) as the Holder shall specify by written notice to the Company. If
payment of such redemption  price is not made in full by the redemption date, or
the amount due on maturity is not paid in full by the Maturity  Date, the Holder
shall again have the right to convert  this  Debenture  as provided in Article 3
hereof or to declare an Event of Default.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

         SECTION 4.1 Status of Debenture.  This  Debenture  constitutes a legal,
valid and binding obligation of the Company,  enforceable in accordance with its
terms  subject,  as to  enforceability,  to general  principles of equity and to
principles of bankruptcy,  insolvency,  reorganization and other similar laws of
general  applicability  relating to or affecting  creditors' rights and remedies
generally.

         SECTION 4.2  Restrictions on Transfer.  This Debenture,  and any Common
Shares  deliverable upon the conversion  hereof,  have not been registered under
the  Securities  Act. The Holder by accepting  this  Debenture  agrees that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and until (i) the  Company  has  received  the opinion of counsel for the Holder
that this  Debenture or such shares may be sold  pursuant to an  exemption  from
registration under the Securities Act or (ii) a registration  statement relating
to this  Debenture  or such shares has been filed by the  Company  and  declared
effective by the SEC.

         Each certificate for shares of Common Stock deliverable hereunder shall
bear a legend  as  follows  unless  and  until  such  securities  have been sold
pursuant to an effective registration statement under the Securities Act:

<PAGE>


                 "The securities  represented by this  certificate have not been
                 registered  under the  Securities  Act of 1933, as amended (the
                 "Securities  Act"). The securities may not be offered for sale,
                 sold  or  otherwise  transferred  except  (i)  pursuant  to  an
                 effective  registration  statement  under the Securities Act or
                 (ii)  pursuant  to an  exemption  from  registration  under the
                 Securities   Act  in  respect  of  which  the  issuer  of  this
                 certificate has received an opinion of counsel  satisfactory to
                 the issuer of this  certificate  to such effect.  Copies of the
                 agreement  covering  both the  purchase of the  securities  and
                 restrictions  on their  transfer  may be obtained at no cost by
                 written   request   made  by  the  holder  of  record  of  this
                 certificate to the Secretary of the issuer of this  certificate
                 at the  principal  executive  offices  of the  issuer  of  this
                 certificate."

                               ARTICLE 5 COVENANTS

         SECTION 5.1 Conversion. The Company shall cause the transfer agent, not
later than three (3) Business Days after the  Company's  receipt of a Conversion
Notice,  to issue and deliver to the Holder the requisite shares of Common Stock
Issued  at  Conversion.  Such  delivery  shall be by  electronic  transfer  if a
Registration  Statement covering the Common Stock has been declared effective by
the SEC.

         SECTION  5.2 Notice of Default.  If any one or more events  occur which
constitute or which,  with notice,  lapse of time, or both,  would constitute an
Event of  Default,  the  Company  shall  forthwith  give  notice to the  Holder,
specifying the nature and status of the Event of Default or such other event(s),
as the case may be.

         SECTION 5.3 Payment of Obligations.  So long as this Debenture shall be
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all its respective  material  obligations and  liabilities,  including,  without
limitation,  tax  liabilities,  except  where the same may be  contested in good
faith by appropriate proceedings.

         SECTION 5.4 Compliance  with Laws. So long as this  Debenture  shall be
outstanding,  the Company  shall comply with all  applicable  laws,  ordinances,
rules, regulations and requirements of governmental authorities, except for such
noncompliance  which would not have a material  adverse  effect on the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations of the Company and the Subsidiaries.

         SECTION 5.5 Inspection of Property,  Books and Records. So long as this
Debenture  shall be  outstanding,  the Company shall keep proper books of record
and  account  in which  full,  true  and  correct  entries  shall be made of all
material  dealings and  transactions  in relation to its business and activities
and shall permit  representatives of the Holder at the Holder's expense to visit
and inspect any of its respective properties, to examine and make abstracts from
any of its respective books and records,  not reasonably deemed  confidential by
the Company,  and to discuss its respective affairs,  finances and accounts with
its  respective  officers  and  independent  public  accountants,  all  at  such
reasonable times and as often as may reasonably be desired.

<PAGE>

         SECTION  5.6 Right of First  Refusal on Other  Financing.  In the event
that the  Company  obtains  any  other  financing  (either  debt,  equity,  or a
combination thereof) which is to close during the term of this Debenture, Holder
shall be  entitled  to a right of first  refusal  to enable  it to, at  Holder's
option,  either:  (i)  match  the  terms  of the  other  financing,  or (ii) add
additional  principal to this Debenture,  in the amount of such other financing,
on the same terms and conditions as this Debenture. The Company shall deliver to
Holder, at least 10 days prior to the proposed closing date of such transaction,
written  notice  describing  the proposed  transaction,  including the terms and
conditions  thereof,  and  providing  Holder an option  during the 10 day period
following  delivery of such notice to either provide the financing being offered
in such transaction on the same terms as contemplated by such transaction, or to
add  additional  principal  to this  Debenture,  in the  amount  of  such  other
financing, on the same terms and conditions as this Debenture.

                                   ARTICLE 6
                          EVENTS OF DEFAULT; REMEDIES

         SECTION 6.1 Events of Default. any one of the following events:  "Event
of Default" wherever used herein means

                 (i) the Company shall default in the payment of principal of or
interest on this Debenture as and when the same shall be due and payable and, in
the case of an interest  payment  default,  such default shall continue for five
(5) Business Days after the date such  interest  payment was due, or the Company
shall fail to perform or observe any other covenant, agreement, term, provision,
undertaking or commitment  under this  Debenture,  the  Conversion  Warrants (as
defined in the Securities Purchase Agreement), the Securities Purchase Agreement
or the  Registration  Rights  Agreement  and such default  shall  continue for a
period of ten (10)  Business  Days after the  delivery to the Company of written
notice that the Company is in default hereunder or thereunder;

                 (ii)  any of the  representations  or  warranties  made  by the
Company herein, in the Securities  Purchase  Agreement,  the Registration Rights
Agreement  or in any  certificate  or  financial  or  other  written  statements
heretofore  or hereafter  furnished by or on behalf of the Company in connection
with the execution and delivery of this Debenture,  the Warrants, the Securities
Purchase  Agreement  or the  Registration  Rights  Agreement  shall  be false or
misleading in a material respect on the Closing Date;

                 (iii) under the laws of any jurisdiction not otherwise  covered
by  clauses  (iv) and (v)  below,  the  Company or any  Subsidiary  (A)  becomes
insolvent or generally  not able to pay its debts as they become due, (B) admits
in  writing  its  inability  to pay its  debts  generally  or  makes  a  general
assignment  for the  benefit of  creditors,  (C)  institutes  or has  instituted
against it any proceeding  seeking (x) to adjudicate it a bankrupt or insolvent,
(y)   liquidation,   winding-up,   reorganization,    arrangement,   adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency,  reorganization or relief of debtors including any plan
of  compromise  or  arrangement  or  other  corporate  proceeding  involving  or
affecting  its  creditors  or (z)  the  entry  of an  order  for  relief  or the
appointment  of a receiver,  trustee or other  similar  person for it or for any
substantial  part of its  properties  and  assets,  and in the  case of any such
official proceeding instituted against it (but not instituted by it), either the
proceeding remains

<PAGE>

undismissed  or unstayed for a period of sixty (60) calendar days, or any of the
actions  sought in such  proceeding  (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its properties and assets) occurs
or (D) takes any corporate action to authorize any of the above actions;

                 (iv)  the  entry  of  a  decree  or  order  by a  court  having
jurisdiction in the premises  adjudging the Company or any Subsidiary a bankrupt
or insolvent,  or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under the
Bankruptcy  Code or any other  applicable  Federal or state law, or appointing a
receiver,  liquidator,  assignee,  trustee  or  sequestrator  (or other  similar
official) of the Company or of any substantial part of its property, or ordering
the  winding-up  or  liquidation  of its  affairs,  and any such decree or order
continues  and is  unstayed  and in effect for a period of sixty  (60)  calendar
days;

                 (v)  the  institution  by  the  Company  or any  Subsidiary  of
proceedings to be  adjudicated a bankrupt or insolvent,  or the consent by it to
the  institution  of  bankruptcy or  insolvency  proceedings  against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under the Bankruptcy Code or any other  applicable  federal or state law, or the
consent  by it to the filing of any such  petition  or to the  appointment  of a
receiver,  liquidator,  assignee,  trustee  or  sequestrator  (or other  similar
official)  of the Company or of any  substantial  part of its  property,  or the
making by it of an assignment for the benefit of creditors,  or the admission by
it in  writing  of its  inability  to pay its debts  generally  as and when they
become due, or the taking of corporate  action by the Company in  furtherance of
any such action;

                 (vi) a final  judgment  or final  judgments  for the payment of
money shall have been entered by any court or courts of  competent  jurisdiction
against  the  Company  and  remains  undischarged  for a  period  (during  which
execution  shall be effectively  stayed) of thirty (30) days,  provided that the
aggregate  amount of all such judgments at any time  outstanding  (to the extent
not paid or to be paid, as evidenced by a written  communication  to that effect
from the applicable  insurer, by insurance) exceeds One Hundred Thousand Dollars
($100,000);

                 (vii) it becomes  unlawful for the Company to perform or comply
with  its  obligations  under  this  Debenture,   the  Conversion  Warrant,  the
Securities  Purchase  Agreement  or the  Registration  Rights  Agreement  in any
respect;

                 (viii)  the Common  Shares  shall be  delisted  from the NASDAQ
OTCBB (the "Trading  Market" or, to the extent the Company  becomes  eligible to
list its Common  Stock on any other  national  security  exchange  or  quotation
system,  upon official notice of listing on any such exchange or system,  as the
case may be, it shall be the "Trading  Market") or suspended from trading on the
Trading Market, and shall not be reinstated, relisted or such suspension lifted,
as the case may be, within five (5) days or;

                 (ix) the Company shall default (giving effect to any applicable
grace period) in the payment of principal or interest as and when the same shall
become  due  and  payable,  under  any  indebtedness,  individually  or  in  the
aggregate, of more than One Hundred Thousand Dollars ($100,000);


<PAGE>

         SECTION 6.2 Acceleration of Maturity;  Rescission and Annulment.  If an
Event of  Default  occurs  and is  continuing,  then and in every  such case the
Holder  may,  by a notice in writing to the  Company,  rescind  any  outstanding
Conversion  Notice and declare that all amounts  owing or otherwise  outstanding
under  this  Debenture  are  immediately  due and  payable  and  upon  any  such
declaration this Debenture shall become immediately due and payable in cash at a
price of one hundred and fifty percent (150%) of the Principal  Amount  thereof,
together  with all accrued and unpaid  interest  thereon to the date of payment;
provided,  however,  in the case of any Event of  Default  described  in clauses
(iii), (iv), (v) or (vii) of Section 6.1, such amount automatically shall become
immediately  due and payable  without the necessity of any notice or declaration
as aforesaid.

         SECTION 6.3 Late Payment Penalty. If any portion of the principal of or
interest on this Debenture  shall not be paid within ten (10) days of when it is
due,  the  Discount  Multiplier  under this  Debenture,  and under all  warrants
granted by the Company to the Holder,  shall  decrease by one  percentage  point
(1%) for all conversions of this Debenture and warrant exercises thereafter.

         SECTION 6.4 Maximum Interest Rate.  Notwithstanding  anything herein to
the contrary, if at any time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or received by the Holder in accordance  with any  applicable  law (the "Maximum
Rate"),  the rate of interest  applicable to this Debenture  shall be limited to
the Maximum Rate. To the greatest  extent  permitted  under  applicable law, the
Company  hereby waives and agrees not to allege or claim that any  provisions of
this Note could give rise to or result in any actual or  potential  violation of
any applicable usury laws.

         SECTION  6.5  Remedies  Not  Waived.  No course of dealing  between the
Company and the Holder or any delay in  exercising  any rights  hereunder  shall
operate as a waiver by the Holder.

         SECTION 6.6 Remedies.  The Company  acknowledges that a breach by it of
its  obligations  hereunder  will  cause  irreparable  harm  to the  Holder,  by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Debenture will be inadequate and agrees, in the event of
a  breach  or  threatened  breach  by the  Company  of the  provisions  of  this
Debenture,  that the Holder shall be entitled to all other available remedies at
law or in equity,  and in addition to the  penalties  assessable  herein,  to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Debenture and to enforce specifically the terms and provisions thereof,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

         SECTION  6.7  Payment of Certain  Amounts.  Whenever  pursuant  to this
Debenture  the Company is  required to pay an amount in excess of the  Principal
Amount plus accrued and unpaid  interest,  the Company and the Holder agree that
the  actual  damages  to the Holder  from the  receipt  of cash  payment on this
Debenture  may be  difficult  to  determine  and the amount to be so paid by the
Company  represents  stipulated  damages  and not a penalty  and is  intended to
compensate  the  Holder  in part for loss of the  opportunity  to  convert  this
Debenture and to earn a


<PAGE>

return from the sale of shares of Common Stock acquired upon  conversion of this
Debenture  at a price in excess of that price paid for such  shares  pursuant to
this  Debenture.  The  Company and the Holder  hereby  agree that such amount of
stipulated  damages is not  disproportionate  to the possible loss to the Holder
from the receipt of a cash  payment  without  the  opportunity  to convert  this
Debenture into shares of Common Stock.

                                    ARTICLE 7
                                 MISCELLANEOUS

         SECTION 7.1 Notice of Certain Events.  In the case of the occurrence of
any event described in Section 3.4 of this Debenture, the Company shall cause to
be mailed to the Holder of this  Debenture  at its last address as it appears in
the  Company's  security  registry,  at  least  twenty  (20)  days  prior to the
applicable  record,  effective or expiration date hereinafter  specified (or, if
such twenty (20) days' notice is not  possible,  at the earliest  possible  date
prior to any such  record,  effective or  expiration  date),  a notice  thereof,
including, if applicable, a statement of (y) the date on which a record is to be
taken for the purpose of such  dividend,  distribution,  issuance or granting of
rights,  options or warrants,  or if a record is not to be taken, the date as of
which the holders of record of Common  Stock to be  entitled  to such  dividend,
distribution,  issuance  or granting  of rights,  options or warrants  are to be
determined  or (z)  the  date on  which  such  reclassification,  consolidation,
merger,  sale, transfer,  dissolution,  liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of record
of Common Stock will be entitled to exchange their shares for  securities,  cash
or other property deliverable upon such reclassification, consolidation, merger,
sale transfer, dissolution, liquidation or winding-up.

         SECTION 7.2 Register.  The Company shall keep at its principal office a
register  in which  the  Company  shall  provide  for the  registration  of this
Debenture. Upon any transfer of this Debenture in accordance with Articles 2 and
4 hereof, the Company shall register such transfer on the Debenture register.

         SECTION 7.3 Withholding.  To the extent required by applicable law, the
Company may withhold amounts for or on account of any taxes imposed or levied by
or on behalf of any taxing  authority in the United States  having  jurisdiction
over the Company from any payments made pursuant to this Debenture.

         SECTION 7.4 Transmittal of Notices. Except as may be otherwise provided
herein,  any notice or other  communication  or delivery  required or  permitted
hereunder  shall be in writing  and shall be  delivered  personally,  or sent by
telecopier machine or by a nationally  recognized overnight courier service, and
shall be deemed given when so delivered personally,  or by telecopier machine or
overnight courier service as follows:

         (1)   if to the Company, to:
               Radix Marine, Inc.
               9119 Ridgetop Blvd., Suite 260
               Silverdale, WA 98383
               Telephone: 360-692-6446


<PAGE>

        Facsimile:

        (2)  if to the Holder, to:
             La Jolla Cove Investors, Inc.
             7817 Herschel Avenue, Suite 200
             La Jolla, California 92037
             Telephone: 858-551-8789
             Facsimile: 858-551-8779

Each of the Holder or the  Company  may change the  foregoing  address by notice
given pursuant to this Section 7.4.

         SECTION 7.5 Attorneys' Fees. Should any party hereto employ an attorney
for the purpose of enforcing or construing this Debenture, or any judgment based
on this Debenture,  in any legal proceeding  whatsoever,  including  insolvency,
bankruptcy, arbitration,  declaratory relief or other litigation, the prevailing
party  shall be  entitled  to receive  from the other  party or parties  thereto
reimbursement  for all  reasonable  attorneys'  fees and all  reasonable  costs,
including  but not limited to service of process,  filing fees,  court and court
reporter costs,  investigative  costs,  expert witness fees, and the cost of any
bonds,  whether taxable or not, and that such reimbursement shall be included in
any judgment or final order issued in that  proceeding.  The "prevailing  party"
means  the  party  determined  by the  court  to  most  nearly  prevail  and not
necessarily the one in whose favor a judgment is rendered.

         SECTION 7.6  Governing  Law. This  Debenture  shall be governed by, and
construed  in  accordance  with,  the laws of the State of  California  (without
giving effect to conflicts of laws principles). With respect to any suit, action
or proceedings  relating to this Debenture,  the Company  irrevocably submits to
the exclusive  jurisdiction of the courts of the State of California  sitting in
San Diego and the United States  District Court located in the City of San Diego
and hereby waives,  to the fullest extent permitted by applicable law, any claim
that any such suit,  action or  proceeding  has been brought in an  inconvenient
forum. Subject to applicable law, the Company agrees that final judgment against
it in any  legal  action  or  proceeding  arising  out of or  relating  to  this
Debenture  shall be  conclusive  and may be enforced  in any other  jurisdiction
within or outside the United States by suit on the judgment, a certified copy of
which  judgment  shall be  conclusive  evidence  thereof  and the  amount of its
indebtedness, or by such other means provided by law.

         SECTION 7.7 Waiver of Jury Trial.  To the fullest  extent  permitted by
law, each of the parties hereto hereby knowingly,  voluntarily and intentionally
waives  its  respective  rights to a jury  trial of any claim or cause of action
based  upon or  arising  out of this  Debenture  or any  other  document  or any
dealings between them relating to the subject matter of this Debenture and other
documents.  Each party hereto (i)  certifies  that  neither of their  respective
representatives,  agents or attorneys has  represented,  expressly or otherwise,
that such  party  would not,  in the event of  litigation,  seek to enforce  the
foregoing  waivers and (ii)  acknowledges that it has been induced to enter into
this  Debenture by, among other things,  the mutual  waivers and  certifications
herein.


<PAGE>

         SECTION 7.8 Headings. The headings of the Articles and Sections of this
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

         SECTION 7.9 Payment Dates.  Whenever any payment hereunder shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding Business Day.

         SECTION 7.10 Binding  Effect.  Each Holder by accepting  this Debenture
agrees  to be  bound  by and  comply  with  the  terms  and  provisions  of this
Debenture.

         SECTION  7.11 No  Stockholder  Rights.  Except  as  otherwise  provided
herein,  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.

         SECTION 7.12 Facsimile  Execution.  Facsimile execution shall be deemed
originals.


         IN WITNESS WHEREOF,  the Company has caused this Debenture to be signed
by its duly authorized officer on the date of this Debenture.

                                Radix Marine, Inc.

                                By: ________________________________________

                                Title: _____________________________________



<PAGE>

                                    EXHIBIT A

                           DEBENTURE CONVERSION NOTICE

TO: Radix Marine, Inc.

         The undersigned owner of this Convertible Debenture due March ___, 2006
(the  "Debenture")   issued  by  Radix  Marine,   Inc.  (the  "Company")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Debenture  into  shares  of  Common  Stock in  accordance  with the terms of the
Debenture.  The undersigned  hereby instructs the Company to convert the portion
of the  Debenture  specified  above  into  shares  of  Common  Stock  Issued  at
Conversion in accordance with the provisions of Article 3 of the Debenture.  The
undersigned directs that the Common Stock and certificates  therefor deliverable
upon  conversion,  the  Debenture  reissued  in the  Principal  Amount not being
surrendered  for  conversion  hereby,  [the  check or shares of Common  Stock in
payment of the accrued and unpaid interest  thereon to the date of this Notice,]
together with any check in payment for fractional Common Stock, be registered in
the name of and/or delivered to the undersigned unless a different name has been
indicated  below.  All  capitalized  terms used and not defined  herein have the
respective  meanings assigned to them in the Debenture.  The conversion pursuant
hereto  shall be  deemed to have been  effected  at the date and time  specified
below,  and at such  time the  rights  of the  undersigned  as a  Holder  of the
Principal  Amount of the Debenture set forth above shall cease and the Person or
Persons in whose name or names the Common  Stock Issued at  Conversion  shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time: __________________

By: ______________________________

Title: ___________________________

Fill in for  registration of Debenture:  Please print
name and address (including ZIP code number):


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

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

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