EXHIBIT 10.20

THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION  D  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"ACT").  THE SECURITIES ARE  "RESTRICTED"  AND MAY NOT BE OFFERED OR SOLD UNLESS
THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO  REGULATION  D OR
PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE ACT
AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF  COUNSEL  OR  OTHER  SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE

                                  BSI2000, INC.

                            5% Convertible Debenture

                                Due July 7, 2005


No. ___                                                              $250,000.00

     This  Debenture  is issued by BSI2000,  INC., a Delaware  corporation  (the
"Company"),  to  Cornell  Capital  Partners,  LP  (together  with its  permitted
successors and assigns,  the "Holder")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section 1.01 PRINCIPAL AND INTEREST.  For value received,  on July 7, 2003,
the Company hereby promises to pay to the order of the Holder in lawful money of
the United States of America and in  immediately  available  funds the principal
sum of Two Hundred Fifty Thousand Dollars (US $250,000),  together with interest
on the unpaid  principal of this  Debenture at the rate of five percent (5%) per
year  (computed on the basis of a 365-day year and the actual days elapsed) from
the date of this Debenture until paid. On the second (2nd) year anniversary from
the date hereof,  the  outstanding  principal  amount of the  Debenture  and all
accrued  interest,  to the extent not converted in accordance  with Section 1.02
hereof, shall be automatically converted into shares of Common Stock (as defined
below) at the  Conversion  Price (as  defined  below) set forth in Section  1.02
hereof;  provided,  however,  that to the extent any such  automatic  conversion
would cause the Holder to own in excess of nine and 9/10 percent

<PAGE>

(9.9%) of the then  outstanding  Common  Stock of the  Company,  such  amount of
convertible  debenture and accrued  interest  shall not be converted and instead
shall be paid in cash to the Holder.

      Section 1.02 OPTIONAL CONVERSION.  The Holder is entitled,  at its option,
to convert,  and sell on the same day, at any time and from time to time,  until
payment in full of this  Debenture,  all or any part of the principal  amount of
the Debenture,  plus accrued interest,  into shares (the "Conversion Shares") of
the Company's common stock, par value $0.001 per share ("Common Stock"),  at the
price per share (the  "Conversion  Price")  equal to the lesser of (a) an amount
equal to one  hundred  twenty  percent  (120%) of the  closing  bid price of the
Common Stock as listed on a Principal Market (as defined  herein),  as quoted by
Bloomberg  L.P. (the  "Closing Bid Price") on the date hereof,  or (b) an amount
equal to eighty  percent  (80%) of the  lowest  Closing  Bid Price of the Common
Stock for the five (5) trading days  immediately  preceding the Conversion  Date
(as defined herein).  Subparagraphs (a) and (b) above are individually  referred
to as a "Conversion  Price". As used herein,  "Principal  Market" shall mean The
National  Association  of Securities  Dealers Inc.'s  Over-The-Counter  Bulletin
Board,  Nasdaq SmallCap Market, or American Stock Exchange.  If the Common Stock
is not traded on a Principal  Market,  the  Closing  Bid Price  shall mean,  the
reported  Closing Bid Price for the Common  Stock,  as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction
of  shares  or  scrip  representing  fractions  of  shares  will  be  issued  on
conversion,  but the number of shares  issuable  shall be rounded to the nearest
whole share. To convert this Debenture,  the Holder hereof shall deliver written
notice thereof, substantially in the form of Exhibit "A" to this Debenture, with
appropriate  insertions (the "Conversion Notice"), to the Company at its address
as set forth herein.  The date upon which the conversion shall be effective (the
"Conversion  Date")  shall be deemed to be the date set forth in the  Conversion
Notice.

      Section 1.03  RESERVATION  OF COMMON STOCK.  The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders  within [sixty
(60)]  days of that  time for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

      Section 1.04 RIGHT OF REDEMPTION. The Company at its option shall have the
right  to  redeem,  with two (2)  business  days  advance  written  notice  (the
"Redemption Notice"), a portion or all outstanding  convertible  debenture.  The
redemption  price  shall be one  hundred  twenty  percent  (120%) of the  amount
redeemed plus accrued interest.

      Section 1.05 REGISTRATION RIGHTS. The Company is obligated to register the
resale of the  Conversion  Shares under the  Securities Act of 1933, as amended,
pursuant to the terms of a Registration  Rights  Agreement,  between the Company
and  the  Holder  of even  date  herewith  (the  "Investor  Registration  Rights
Agreement").

                                       2


      Section 1.06  INTEREST  PAYMENTS.  The interest so payable will be paid at
the time of maturity,  redemption or conversion to the person in whose name this
Debenture is registered.  At the time such interest is payable,  the Company, in
its sole  discretion,  may elect to pay  interest in cash (via wire  transfer or
certified  funds) or in the form of Common  Stock.  In the event of default,  as
described in Article III Section 3.01  hereunder,  the Holder may elect that the
interest be paid in cash (via wire  transfer or certified  funds) or in the form
of Common Stock. If paid in the form of Common Stock,  the amount of stock to be
issued  will be  calculated  as  follows:  the value of the  stock  shall be the
Closing Bid Price on: (i) the date the  interest  payment is due; or (ii) if the
interest  payment is not made when due, the date the interest payment is made. A
number of shares of Common  Stock with a value  equal to the amount of  interest
due shall be issued.  No  fractional  shares will be issued;  therefore,  in the
event  that the value of the  Common  Stock  per share  does not equal the total
interest due, the Company will pay the balance in cash.

      Section 1.07 PAYING AGENT AND REGISTRAR.  Initially,  the Company will act
as paying  agent and  registrar.  The  Company  may  change  any  paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

                                  ARTICLE II.

      Section 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not be
amended without the consent of the Holder.  Notwithstanding  the above,  without
the consent of the Holder,  the Debenture may be amended to cure any  ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder,  or to make any change that does not adversely  affect the rights of
the Holder.

                                  ARTICLE III.

      Section 3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture;  (b) failure by the Company to comply
with the terms of the Irrevocable  Transfer Agent  Instructions  attached to the
Securities  Purchase  Agreement;  (c) failure by the Company's transfer agent to
issue Common Stock to the Holder  within ten (10) business days of the Company's
receipt of the attached  Notice of  Conversion  from Holder;  (d) failure by the
Company  for ten (10) days  after  notice to it to comply  with any of its other
agreements  in the  Debenture;  (e) events of bankruptcy  or  insolvency;  (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor  Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof.

      Section 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK. As indicated in
Article III Section 3.01, a breach by the Company of its  obligations  under the
Investor  Registration  Rights  Agreement  shall be deemed an Event of  Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerated
full repayment of all debentures  outstanding and accrued interest thereon.  The
Company  acknowledges  that failure to honor a Notice of Conversion  shall cause
irreparable harm to the Holder.

                                       3

                                  ARTICLE IV.

      Section 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture,  in whole or
in part, may be converted at any time following the date of closing, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

      Section 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a
part of the  Debenture,  then the Company  shall  reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

      Section 4.03  TERMINATION  OF  CONVERSION  RIGHTS.  The Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the second (2nd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance with the formula set forth in Section 4.01 hereof.

                                   ARTICLE V.

      Section  5.01  ANTI-DILUTION.  In the event that the Company  shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

      Section  5.02  CONSENT  OF HOLDER TO SELL  CAPITAL  STOCK.  Except for the
Equity Line of Credit  Agreement  dated the date hereof  between the Company and
Cornell Capital Partners,  LP, so long as any of the principal of or interest on
this Note remains  unpaid and  unconverted,  the Company shall not,  without the
prior  consent of the Holder,  issue or sell (i) any Common  Stock or  Preferred
Stock without  consideration or for a consideration per share less than its fair
market value determined  immediately  prior to its issuance,  (ii) issue or sell
any Preferred Stock, warrant,  option, right, contract,  call, or other security
or  instrument  granting  the holder  thereof the right to acquire  Common Stock
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value determined immediately prior to its issuance, or (iii)
file any registration statement on Form S-8.

                                    4


                                  ARTICLE VI.

      Section 6.01 NOTICE. Notices regarding this Debenture shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:      BSI2000, Inc.
                            12600 W. Colfax Ave. B410
                            Lakewood, Colorado 80215
                            Attention: Jack Harper, President
                            Telephone: (303) 231-9095
                            Facsimile: (303) 231-9002


With a copy to:             Kirkpatrick & Lockhart LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, FL  33131-2399
                            Attention: Clayton E. Parker, Esq.
                            Telephone: (305) 539-3300
                            Facsimile: (305) 358-7095

If to the Holder:           Cornell Capital Partners, LP
                            c/o Yorkville Advisors LLC
                            101 Hudson Street, Suite 3606
                            Jersey City, NJ 07303
                            Telephone:  (201) 985-8300
                            Facsimile:  (201) 985-8266

With a copy to:             Law Offices of Eric S. Hutner & Associates
                            1065 Avenue of the Americas, Suite 2100
                            New York, New York 10018
                            Attention: Eric Hutner, Esq.
                            Telephone: (212) 391-9235
                            Facsimile: (212) 391-9236

      Section 6.02  GOVERNING  LAW.  This  Debenture  shall be deemed to be made
under  and  shall be  construed  in  accordance  with  the laws of the  State of
Delaware  without  giving effect to the  principals of conflict of laws thereof.
Each of the parties  consents to the  jurisdiction  of the U.S.  District  Court
sitting in the  District  of New Jersey or the state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions.

      Section 6.03 SEVERABILITY. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise  affect any of the other  provisions
of this Debenture, which shall remain in full force and effect.

                                       5

      Section 6.04 ENTIRE  AGREEMENT AND AMENDMENTS.  This Debenture  represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

      Section  6.05  COUNTERPARTS.  This  Debenture  may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

      IN  WITNESS  WHEREOF,  with the  intent to be legally  bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                           BSI2000, INC.

                                           By: /s/  Jack Harper
                                              ----------------------------------
                                           Name:    Jack Harper
                                           Title:   President


                                       6


                                   EXHIBIT "A"
                                   -----------

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

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


TO:

      The undersigned  hereby  irrevocably  elects to convert $ of the principal
amount of the above  Debenture  into Shares of Common  Stock of  BSI2000,  Inc.,
according to the conditions  stated  therein,  as of the Conversion Date written
below.


Conversion Date:
                             ---------------------------------------------------
Applicable Conversion Price:
                             ---------------------------------------------------
Signature:
                             ---------------------------------------------------
Name:
                             ---------------------------------------------------
Address:
                             ---------------------------------------------------
Amount to be converted: $
                             ---------------------------------------------------
Amount of Debenture
unconverted: $
                             ---------------------------------------------------
Conversion Price per share: $
                             ---------------------------------------------------
Number of shares of Common
Stock to be issued:
                             ---------------------------------------------------
Please issue the shares of
Common Stock in the following
name and to the following
address:
                             ---------------------------------------------------
Issue to:
                             ---------------------------------------------------
Authorized Signature:
                             ---------------------------------------------------
Name:
                             ---------------------------------------------------
Title:
                             ---------------------------------------------------
Phone Number:
                             ---------------------------------------------------
Broker DTC Participant Code:
                             ---------------------------------------------------
Account Number:
                             ---------------------------------------------------

                                      B-1