EXHIBIT 10.13


                            JUNIOR SECURED DEBENTURE


$2,250,000.00                                                      July 11, 2000

         FOR VALUE RECEIVED, the undersigned company, CORPORATE TECHNOLOGIES
USA, INC., a Minnesota corporation ("Maker"), hereby promises to pay to the
order of Convergent Capital Partners I, L.P. ("Purchaser"), at its offices at
5353 Wayzata Boulevard, Suite 205, Minneapolis, Minnesota 55416 (or at such
other place as the holder hereof may from time to time designate) the principal
amount of TWO MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000) or so much
of such principal amount as may have been advanced from time to time and be
outstanding hereunder.

         This Junior Secured Debenture is the Debenture referred to in the
Debenture Purchase Agreement dated March 9, 2000, as amended and supplemented by
that certain First Supplement to Debenture Purchase Agreement of even date
herewith by and between the Maker and the Purchaser (as amended from time to
time, the "Purchase Agreement"). Capitalized terms used in this Junior Secured
Debenture are defined in the Purchase Agreement, unless otherwise expressly
stated herein. This Junior Secured Debenture is entitled to the benefits of the
Purchase Agreement and is subject to all of the agreements, terms and conditions
contained therein, all of which are incorporated herein by this reference. This
Junior Secured Debenture may not be prepaid, in whole or in part, except in
accordance with the terms and conditions set forth in the Purchase Agreement.

         The outstanding principal balance of this Junior Secured Debenture
shall be due and payable as provided in Section 2.1 of the Purchase Agreement.
Interest on the principal amount of this Junior Secured Debenture from time to
time outstanding shall be due and payable as provided in Section 2.1 of the
Purchase Agreement, at the annual rate of interest of fourteen percent (14%)
(computed on the basis of a year consisting of 360 days and paid for the actual
number of days elapsed). In no event, however, shall interest exceed the maximum
rate permitted by law.

         This Junior Secured Debenture is secured by, INTER ALIA, all of the
Collateral, as defined in the Security Agreement dated March 9, 2000. The terms
of the Security Agreement are hereby incorporated by reference with the same
force and effect as if fully set forth herein.

         As provided in Section 9.2 of the Purchase Agreement, (a) upon the
occurrence of an Event of Default under Section 9.1(g) of the Purchase
Agreement, this Junior Secured Debenture, and all amounts payable hereunder in
accordance with the terms of the Purchase Agreement, shall immediately become
due and payable, without notice of any kind, and (b) upon the occurrence of any
other Event of Default under the Purchase Agreement, this Junior Secured
Debenture, and all amounts payable hereunder in accordance with the terms of the
Purchase Agreement, shall, at the option of the holder, immediately become due
and payable, without notice of any kind.

         THIS JUNIOR SECURED DEBENTURE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MINNESOTA APPLICABLE TO AN
AGREEMENT EXECUTED, DELIVERED AND PERFORMED THEREIN WITHOUT GIVING EFFECT TO THE
CHOICE-OF-LAW RULES THEREOF OR ANY OTHER PRINCIPLES THAT COULD REQUIRE THE
APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.

         The undersigned expressly waives any presentment, demand, protest,
notice of default, notice of intention to acceleration or notice of any other
kind except as expressly provided in the Purchase Agreement.


                                        CORPORATE TECHNOLOGIES USA, INC.


                                        By:
                                            ----------------------------
                                        Name:  James Mandel
                                        Title: Chief Executive Officer