<PAGE>

                                                                    EXHIBIT 4.11

                                 CDN DEBENTURE
                                 -------------

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

                              PCSUPPORT.COM, INC.
             (Incorporated under the laws of the State of Nevada)

                      Convertible Subordinated Debenture,
                         Principal Amount $__________

1.   PROMISE TO PAY
     --------------

1.01 FOR VALUE RECEIVED, PCSupport.com, Inc. (hereinafter called the
"Corporation"), a corporation having an office at 3605 Gilmore Way, Suite 300,
Burnaby, British Columbia, V5G 4X5 promises to pay to (Name) of (Address)
(hereinafter called the "Holder") on June 22, 2003 ("Maturity") the Principal
sum of $(Sum), in lawful money of Canada (hereinafter called the "Principal")
and to pay interest on the amount of unpaid Principal calculated from June [__].
2001 to the date of Maturity at an annual interest rate equal to twelve (12%)
percent, payable at Maturity.

1.02 All payments of Principal and interest shall be paid to the Holder, during
normal business hours, at the address of the Holder specified above or at such
other place or places as may be designated by the Holder, from time to time.

2.   THE DEBENTURE
     --------------

2.01 This Debenture is issued as part of a series of debentures pursuant to a
Confidential Offering Memorandum dated June 7, 2001 (the "CDN Debentures") in
accordance with the resolutions of the directors of the Corporation and all
other matters and things have been done and performed so as to authorize and
make the creation and issue of this Debenture and its execution legal and valid
and in accordance with the requirements of the laws relating to the Corporation
and all other statutes and laws in that behalf.

2.02 By acceptance of this Debenture, the Holder acknowledges that this
Debenture and any shares of the Corporation's common stock, par value $.001 (the
"Common Stock") issued on conversion of this Debenture (the "Shares" and
collectively with the Debentures, the "Securities") are or may be subject to
resale restrictions in the United States and British Columbia and elsewhere, and
that any certificate issued in respect of the Securities may, if such Securities
are subject to resale restrictions, bear a legend to that effect and agrees to
execute and deliver all documentation as may be required by applicable
securities legislation in order that the issue of this Debenture or the issue of
Securities may be completed.
<PAGE>

                                      -2-



2.03 This Debenture and the Securities have not been registered under the
Securities Act or the securities laws of any state thereof (collectively, "U.S.
Securities Laws") and any offer or sale directly or indirectly in the United
States or to a U.S. Person could result in a violation of U.S. Securities Laws.
Accordingly, by purchasing this Debenture, the Holder (i) represents that it is
not a U.S. Person and that it is not purchasing for resale to, or for the
benefit of, or for the account of, a U.S. Person and (ii) agrees with the
Corporation that (A) it will not offer or sell directly or indirectly this
Debenture or any Securities in the United States or to a U.S. Person (except
pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from registration under U.S. Securities Laws) and (B)
it will advise each prospective purchaser of the foregoing representations and
agreement required to be made by such prospective purchaser. By surrendering
this Debenture for transfer, the transferor, and by accepting the transfer, the
transferee, shall each be deemed to represent and warrant that the transferee is
not a U.S. Person and that the transfer has not taken place or occurred within
the United States.

3.   REGISTER OF DEBENTURES
     ----------------------

3.01 The Corporation shall cause to be kept at Burnaby, British Columbia a
register indicating that this Debenture has been issued to the Holder which
register shall be at all reasonable times open to the inspection of the Holder
or any person authorized in writing by the Holder.

3.02 This Debenture shall be transferable subject to applicable U. S. federal
and state and Canadian provincial securities legislation and only upon the
register and with the consent of the Corporation, and no transfer hereof shall
be valid unless this Debenture is surrendered to the Corporation at its office
in British Columbia with a form of transfer and transfer declaration duly
completed and executed by the Holder or its legal personal representative upon
presentation of evidence satisfactory to the Corporation that the restrictions
on transfer set forth herein or under applicable securities laws have been
complied with and with such evidence of identity and title and such proof of
payment or transfer taxes and other charges, if any, as the Corporation may
reasonably require.

3.03 The Holder shall be deemed and regarded as the owner hereof for all
purposes and payment of or on account of the Principal and interest owing
hereunder shall be made only to or upon the written order of the Holder.

4.   CONVERSION BY HOLDER
     --------------------

4.01 The Holder shall have the right, at its option, exercisable from time to
time in part or in whole, at any time prior to conversion, redemption or
repayment of the Principal by the Corporation, to convert the Principal of this
Debenture into that number of Shares equal to the quotient obtained by dividing
the Principal amount being converted by the Conversion Price in effect at the
time of conversion.

4.02 Subject to paragraph 4.05 hereof, in order to exercise the conversion
privilege, the Holder shall surrender this Debenture to the Corporation
accompanied by an irrevocable conversion notice in the form of Annex "A"
attached hereto signed by the Holder (the "Conversion Notice").  The surrender
of this Debenture accompanied by the Conversion Notice shall be deemed to
constitute a contract between the Holder and the Corporation whereby (i) the
Holder subscribes for the number of Shares which it shall be entitled to receive
on such conversion, (ii) the Holder releases the Corporation from all liability
under the Debenture in respect of the amount of the Principal converted, and
(iii) the Corporation agrees that the surrender of the Debenture for conversion
<PAGE>

                                      -3-

constitutes full payment of the subscription price for the Shares issuable upon
such conversion.  The date of receipt by the Corporation of such Debenture and
the Conversion Notice is herein referred to as the "Date of Conversion" of such
Debenture.

4.03 Upon receipt of the Conversion Notice, the Corporation shall instruct its
registrar and transfer agent to issue and deliver or cause to be issued and
delivered to the Holder or on his written order, a certificate or certificates
in the name or names of the person or persons specified in the Conversion Notice
representing the Shares deliverable upon the conversion of this Debenture.  Such
conversion shall be deemed to have been effected immediately prior to the close
of business on the Date of Conversion and at such time the rights of the Holder
in respect of the amount of the Principal converted shall cease and the person
or persons in whose name or names any certificate or certificates for Shares
shall be deliverable upon such conversion shall be deemed to have become on such
date the holder or holders of record of the Shares represented thereby.

4.04 If this Debenture is surrendered for conversion of the entire Principal,
it shall be cancelled by the Corporation and no Debenture shall be issued in
substitution therefor and the only claim the Holder shall have will be for the
number of Shares to be issued in accordance with clause 4 and the accrued
interest on the Debenture through the Date of Conversion.

4.05 This Debenture is convertible in whole or in part by the Holder and if
this Debenture is surrendered for conversion of less than the entire Principal,
it shall not be cancelled by the Corporation but no new Debenture shall be
issued; instead the amount converted shall be marked thereon by the Corporation
or the Corporation's transfer agent, and the Debenture shall evidence the
balance remaining and the Corporation shall not be released from its obligations
under the Debenture to the Holder in respect of the balance remaining under the
Debenture.

5.   CONVERSION BY CORPORATION
     -------------------------

5.01 The Corporation shall have the right, at its option at any time prior to
the earlier of Maturity and conversion by the Holder or redemption or repayment
by the Corporation to convert the Principal of this Debenture into Shares at the
Conversion Price, if over a period of 20 consecutive trading days during which
at least 500,000 shares of Common Stock have traded in aggregate, the weighted
average trading price of the Corporation's Common Stock  as reported on a
quotation system or stock exchange has exceeded US$1.00 (the volume and price
being adjusted for any stock split, reverse stock split or stock dividend).

5.02 In order to exercise the conversion privilege, the Corporation shall send
to the Holder a notice executed by an officer of the Corporation which certifies
that the weighted average trading price of the Shares as reported on a quotation
system or stock exchange has exceeded US$1.00 over a period of 20 consecutive
trading days during which at least 500,000 shares of Common Stock have traded in
aggregate and the Corporation shall instruct its registrar and transfer agent to
issue and deliver or cause to be issued and delivered to the Holder a
certificate in the name of the Holder representing the Shares deliverable upon
the conversion of this Debenture.  Such conversion shall be deemed to have been
effected immediately prior to the close of business on the date that
certificates representing the Shares are issued (the "Corporate Conversion
Date") and at such time the rights of the Holder in respect of the amount of the
Principal converted shall cease and the person in whose name any certificates
for Shares shall be deliverable upon such conversion shall be deemed to have
become on such date the holders of record of the Shares represented thereby.

5.03 If this Debenture is converted in accordance with this clause 5, this
Debenture shall be deemed to have been satisfied and cancelled by the
Corporation and no Debenture shall be issued in substitution therefor and the
only claim the Holder shall have will be for the number of Shares to be
<PAGE>

                                      -4-

issued in accordance with this clause 5 and the accrued interest through the
Corporate Conversion Date.

6.   ADJUSTMENTS, CALCULATIONS AND
     CONTRACTUAL RESALE RESTRICTIONS
     -------------------------------

6.01 If there shall, prior to the exercise of the conversion rights evidenced
hereby, be any reorganization of the authorized capital of the Corporation by
way of merger, sub-division, amalgamation or otherwise, or the payment of any
stock dividends, then there shall automatically be an adjustment in either or
both the number of Shares of the Corporation which may be purchased pursuant
hereto or the Conversion Price at which such Shares may be purchased, by
corresponding amounts, so that the conversion rights evidenced hereby shall
thereafter be as reasonably as possible equivalent to those originally granted
hereby.  The Corporation shall have the sole and exclusive power to make
adjustments as it considers necessary and desirable.

6.02 Notwithstanding anything herein contained, the Corporation shall in no
case be required to issue fractional securities upon the conversion of this
Debenture.  If any fractional interest would, except for the provisions of this
paragraph 6.02, be deliverable upon the conversion of this Debenture, the
Corporation shall, in lieu of delivering a certificate for such fractional
interest, satisfy such fractional interest by paying to the Holder of the
surrendered Debenture an amount in cash equal (to the nearest whole cent, and
one-half of a cent being rounded up) to the product obtained by multiplying the
fraction by the Conversion Price at the Date of Conversion or the Corporate
Conversion Date, as the case may be.

6.03 Any unpaid and accrued interest on the Principal at the time of conversion
into Shares will be paid at the option of the Holder in cash or Shares at the
Conversion Price.

6.04 Any disputes between the Corporation and any Holder relating to adjustments
made in connection with the conversion of this Debenture will be finally
determined by the Corporation's auditors or, if they will not consent to
determine the dispute, another firm of chartered accountants in Vancouver,
British Columbia, appointed by the Corporation.

7.0  RANK
     ----

7.01 This Debenture shall rank pari passu with all of the other CDN Debentures
and with all other unsecured subordinated indebtedness of the Corporation,
including without limitation all of the convertible subordinated debentures that
the Corporation may issue to United States investors pursuant to a Confidential
Private Placement Memorandum dated June [11], 2001.

7.02 By acceptance of this Debenture, the Holder agrees that the payment of the
Principal and accrued interest thereon is hereby expressly subordinated to the
prior payment in full of all presently outstanding or future Senior Liabilities.
In the event of any default in the payment of the principal of or interest on or
any other amounts with respect to any Senior Liabilities and during the
continuance of any such default, no amount shall be paid by the Corporation, and
the Holder shall not be entitled to receive any amount, in respect of the
Principal or interest on this Debenture.  Upon any receivership, bankruptcy,
assignment for the benefit of creditors or other similar transaction (whether or
not pursuant to bankruptcy laws) or sale of all or substantially all of the
Corporation's assets, or dissolution or liquidation, no amount shall be paid by
the Corporation, and the Holder shall not be entitled to receive any amount, in
respect of the Principal or interest on this Debenture unless and until all
principal, interest and other amounts owing on all of the Senior Liabilities
have been paid in full.
<PAGE>

                                      -5-

7.03  This Debenture is not secured by any of the assets of the Corporation.

8.    NOTICES
      -------

8.01  Every notice, request, demand or direction (each, for the purposes of this
section, a "notice") to be given pursuant to this Debenture by any party to
another will be in writing and will be delivered addressed as follows:

      If to the Corporation,
      PCSupport.com, Inc.
      3605 Gilmore Way
      Suite 300
      Burnaby, British Columbia, V5G 4X5
      Attention: President

      If to the Holder,
      (Holder)
      (Address1)
      (Address2)

      Attention: (Attention)

or to such other address as is specified by the particular party by notice to
the others.

9.    CONDITIONS
      ----------

9.01  This Debenture is issued subject to and with the benefit of the conditions
attached hereto, each and all of which form part of this Debenture.

IN WITNESS WHEREOF the Debenture has been executed by the Corporation this
_______ day of June, 2001

The Common Seal of PCSupport.com, Inc.   )
was hereunto affixed in the presence of  )
                                         )                  C/S
                                         )
_________________________________________)
<PAGE>

                                      -6-

                CONDITIONS REFERRED TO IN THE WITHIN DEBENTURE
                ----------------------------------------------


1.   GENERAL CONDITIONS
     ------------------

     The Corporation hereby represents, covenants and agrees with the Holder as
     follows:

     1.01  Debenture Validly Issued
           ------------------------

           this Debenture is issued in accordance with resolutions of the
           Directors of the Corporation, and all other matters and things have
           been done and performed so as to authorize and make the creation and
           issue of this Debenture and the execution thereof legal and valid and
           in accordance with the requirements of the laws relating to the
           Corporation and all other statutes and laws in that behalf;

     1.02  No Set Off or Counterclaim
           --------------------------

           the Principal and interest and any other monies owing hereunder will
           be paid without set-off or abatement and the receipt of the Holder
           for payment of such monies and interest will be a sufficient
           discharge to the Corporation for the same;

     1.03  No Pending Actions
           ------------------

           neither the Corporation nor any Subsidiary of the Corporation is
           subject to any litigation before any court, administrative board or
           other tribunal which, if decided against the Corporation or any such
           Subsidiary, would materially adversely affect its business or
           financial status and no unsatisfied claim has been made against the
           Corporation or any such Subsidiary which is not reflected in its
           financial statements;

     1.04  No Misrepresentation
           --------------------

           all financial statements and other documents and information
           delivered by the Corporation to the Holder in connection herewith are
           true and accurate and fairly present the condition of the Corporation
           as at the date of such financial statements, documents and
           information.

     1.05  No Default
           ----------

           the execution and delivery by the Corporation of this Debenture and
           the performance by the Corporation of its obligations hereunder are
           not in violation of and do not breach any term or provision of the
           Articles or By-laws of the Corporation, any resolutions of the
           directors or shareholders of the Corporation, any law, governmental
           regulation, judgment, decree, order, writ, injunction or material
           agreement or instrument to which the Corporation is a party or by
           which the Corporation is bound and do not require the consent,
           waiver, approval or authorization of any person or action of or
           filing with any public authority except as contemplated by this
           Debenture;

     1.06  Status
           ------

           the Corporation and each of its Subsidiaries is a corporation duly
           incorporated and validly subsisting under the laws of its
           jurisdiction of incorporation, continuance or
<PAGE>

                                      -7-

           amalgamation and has the corporate power and capacity and all
           material governmental licences, authorizations, consents,
           registrations, permits, orders and approvals required, as of the date
           hereof, to own and lease its properties and assets and to carry on
           its business;

     1.07  No Default
           ----------

           no event has occurred and is continuing which:

           (1)   constitutes an event referred to in clause 4; or

           (2)   with the giving of notice or the lapse of time or both, would
                 constitute such an event or a default under any other agreement
                 or instrument to which the Corporation or any Subsidiary of the
                 Corporation is party or by which the Corporation or any
                 Subsidiary of the Corporation is bound which is reasonably
                 likely to materially adversely affect the business, financial
                 position or result of operations of the Corporation and its
                 Subsidiaries considered as a whole, except as previously
                 disclosed to the Holder by the Corporation;

     1.08  Shares Authorized
           -----------------

           the Shares issuable upon conversion of this Debenture have been duly
           authorized and conditionally allotted and reserved out of the
           Corporation's authorized but unissued capital for issuance upon
           conversion of this Debenture and such Shares, when issued pursuant to
           the conversion of this Debenture in accordance with the terms of this
           Debenture will be validly issued and outstanding as fully paid and
           non-assessable shares in the capital of the Corporation, free of pre-
           emptive rights;

2.   POSITIVE COVENANTS
     ------------------

     The Corporation hereby further covenants and agrees with the Holder that
     the Corporation will at all times during the continuance of this Debenture:

     2.01  Payment
           -------

           duly pay all monies which it may become obligated to pay to the
           Holder;

     2.02  Payment of Costs
           ----------------

           pay on demand any and all reasonable costs, charges and expenses,
           including any reasonable legal costs incurred by the Holder to
           procure payment of the monies payable under this Debenture after a
           default in such payment when due by the Corporation.

     2.03  Maintenance of Corporation and Business
           ---------------------------------------

           at all times maintain its corporate existence in good standing in the
           jurisdiction of its incorporation or continuance and obtain and
           maintain in good standing all necessary licenses and registrations in
           any jurisdiction where the nature of the business carried on by the
           Corporation makes such licenses necessary or advantageous and carry
           on and conduct its business in a proper and efficient manner;
<PAGE>

                                      -8-

     2.04  Provide Financial Statements
           ----------------------------

           deliver to the Holder all interim reports to shareholders, annual
           reports and financial statements which are furnished to holders of
           the Shares;

     2.05  Further Assurances
           ------------------

           forthwith and from time to time execute all documents and do all
           deeds and things which, in the reasonable opinion of the Holder, are
           necessary or advisable for the better accomplishing of the intent of
           this Debenture;

     2.06  Payment of Taxes
           ----------------

           to duly pay all taxes, rates or other impositions, imposed by any
           lawful authority on the Corporation, except where the validity of any
           tax, rate, or other imposition is being contested by the Corporation
           in good faith and the Corporation has satisfied the Holder that the
           contestation will not jeopardize the business of the Corporation;

     2.07  Observe Terms of Agreements
           ---------------------------

           to observe and perform all its obligations, covenants, terms and
           conditions under any material note, contract, agreement or instrument
           to which it is a party;

     2.08  Repair
           ------

           to keep the assets of the Corporation in good condition and repair
           according to the nature and description thereof;

     2.09  Insurance
           ---------

           to insure and keep insured the assets of the Corporation to the full
           insurable value thereof against loss or damage by fire and other
           insurable hazards (including, but not limited to, hazards now or
           hereafter defined in an extended coverage or all risk insurance
           endorsement) and, in addition, maintain or cause to be maintained
           such other insurance as is customarily maintained by companies
           carrying on a similar business or businesses or operating or owning
           similar properties in equivalent locations and effect and maintain
           all insurance contemplated or required hereby in such forms and with
           a company or companies and policy or policies of insurance generally
           acceptable in accordance with prudent business practices;

3.   EVENTS OF DEFAULT
     -----------------

     Upon the happening of any one or more of the following events, namely:

     3.01  if the Corporation defaults in the due payment of any Principal,
           interest or other monies owing hereunder;

     3.02  if the Corporation defaults in the due observance or performance of
           any other covenant, agreement or condition or provision hereof and
           fails to cure such default within 30 days following its receipt of
           written notice from Holder of such default;
<PAGE>

                                      -9-

     3.03  if an order is made or a resolution is passed or a petition is filed
           for the liquidation, winding-up or dissolution of the Corporation,
           and such order, resolution or petition if not made by the Corporation
           is not vacated or dismissed within 60 days;

     3.04  if the Corporation makes a general assignment for the benefit of its
           creditors or proposal or a bankruptcy petition or otherwise becomes
           or acknowledges that it is insolvent;

     3.05  if execution, sequestration or any other process of any court becomes
           enforceable against the Corporation unless the process is not
           material to the affairs of the Corporation or, if material to the
           affairs of the Corporation, is in good faith disputed by the
           Corporation and the Corporation gives adequate security to pay in
           full the amount claimed;

     3.06  if the Corporation permits any sum in excess of $25,000 which is not
           disputed to be due by the Corporation to remain unpaid for 30 days
           after demand therefor has been made by the Holder;

     3.07  if the Corporation, without first obtaining the consent of the Holder
           and any other requisite consents, sells, transfers, assigns or
           otherwise disposes of substantially all of its undertaking and
           assets;

     3.08  if the Corporation ceases to carry on its business;

     3.09  a receiver or receiver-manager of the property of the Corporation is
           appointed,

     then in each and every such event the Holder may, by notice in writing to
     the Corporation, declare the Principal of and interest on this Debenture
     then outstanding and all other moneys outstanding hereunder due and payable
     and the same shall forthwith become immediately due and payable to the
     Holder, anything herein to the contrary notwithstanding and the Corporation
     shall forthwith pay to the Holder the Principal and accrued and unpaid
     interest, which shall continue to accrue at the rate of 12% per annum on
     any unpaid Principal until such Principal has been paid by the Corporation.

4.   WAIVER
     ------

     The Holder may waive any breach or default by the Corporation under this
     Debenture.  No waiver or consent granted by the Holder can bind the Holder
     unless it is in writing.  Any waiver or consent given by the Holder or any
     failure on its part to exercise any of its rights hereunder will not extend
     to or be taken in any manner whatsoever to affect any subsequent breach or
     default or the rights resulting or arising therefrom.  In addition, the
     Corporation may obtain a waiver of any breach or default by the Corporation
     of this Debenture or may amend or supplement this Debenture with the
     written consent of the holders of a majority in outstanding principal
     amount of the CDN Debentures; provided, however, that no waiver, amendment
     or supplement without the consent of the Holder of this Debenture may
     reduce the principal or rate of interest on this Debenture or extend the
     Maturity date of this Debenture.

5.   CUMULATIVE RIGHTS OF THE HOLDER
     -------------------------------

     The Corporation further covenants and agrees with the Holder that all
     rights and remedies of the Holder prescribed in this Debenture will be
     cumulative, and no remedy herein conferred
<PAGE>

                                      -10-

     or reserved is intended to be exclusive but will be in addition to every
     other remedy given hereunder or under any other instrument now or hereafter
     existing at law or in equity or by statute.

6.   TIME OF THE ESSENCE
     -------------------

     Time is of the essence of this Debenture.

7.   DEFINITIONS
     -----------

     In this Debenture, unless there is something in the subject matter or
     context inconsistent therewith,

     (a)   "business day" means any day on which the main branch of the TD Bank
            ------------
           in Vancouver, British Columbia, is open for business,

     (b)   "Corporate Conversion Date" has the meaning set out in Section 5.02
            -------------------------
           of this Debenture;

     (c)   "Conversion Price" means initially $0.71428571 for each Share to be
            ----------------
           issued upon the conversion of all or any portion of the Principal
           amount, as such price may be adjusted from time to time in accordance
           with the terms of this Debenture;

     (d)   "Regulation S" means Regulation S adopted by the SEC under the
            ------------
           Securities Act;

     (e)   "SEC" means the United States Securities and Exchange Commission;
            ---

     (f)   "Securities" has the meaning set out in Section 2.02 of this
            ----------
           Debenture;

     (g)   "Securities Act" means the United States Securities Act of 1933, as
           --------------
           amended;

     (h)   "Senior Liabilities" means any liability of the Corporation for (i)
            ------------------
           moneys borrowed or raised by whatever means (including, without
           limitation, by means of acceptances, debt instruments and finance
           leases and any liability evidenced by bonds, debentures, notes or
           similar instruments); (ii) the deferred purchase price of assets or
           services; (iii) any trade debts; and (iv) any amendments, renewals,
           extensions, modifications and refinancing of any such liabilities
           referred to in clause (i), (ii) or (iii);

     (i)   "Subsidiary" means a corporation, firm or person of which the
            ----------
           Corporation owns or controls, directly or indirectly, more than 50%
           of the voting stock or equivalent stock;

     (j)   "U.S. Person" has the meaning set out in paragraph (o) of Rule 902 of
           Regulation S; and

     (k)   "United States" means the United States of America and includes its
            -------------
           territories, possessions and all areas subject to its jurisdiction.
<PAGE>

                                      -11-

8.   INTERPRETATION
     --------------

     The following rules will apply in interpreting this Debenture:

     8.01  Clausal References
           ------------------

           unless otherwise stated a reference herein to a numbered or lettered
           clause refers to the clause bearing that number or letter in this
           Debenture;

     8.02  Proper Law
           ----------

           the proper law of this Debenture is the internal law of the State of
           Nevada;

     8.03  Severability
           ------------

           if a provision of this Debenture is wholly or partially invalid, this
           Debenture will be interpreted as if the invalid provisions had not
           been a part hereof;

     8.04  Headings
           --------

           the headings of the clauses of this Debenture have been inserted for
           reference only and do not define, limit, alter or enlarge the meaning
           of any provision of this Debenture;

     8.05  Accounting Terminology
           ----------------------

           all accounting terms not otherwise defined herein have the meanings
           assigned to them in accordance with generally accepted accounting
           principles applied on a consistent basis; and

     8.06  Currency

           All currency amounts referred to herein are Canadian dollars unless
           otherwise specified.
<PAGE>

                                      -12-

       ANNEX "A"
       ---------

                               CONVERSION NOTICE

TO: PCSUPPORT.COM, INC.

The undersigned registered holder of the within Debenture hereby irrevocably
elects to convert such Debenture (or $_____________ principal amount thereof)
into Shares of PCSupport.com, Inc. in accordance with the terms referred to in
such Debenture and directs that the Shares issuable and deliverable upon such
conversion be issued and delivered to the person indicated below. If Shares are
to be issued in the name of a person other than the registered holder, all
requisite transfer taxes must be tendered by the undersigned.

DATED: _______________________

                                                  ______________________________
                                                  Registered Holder

If less than the full principal amount of the within Debenture is to be
converted, indicate in the space provided the principal amount (which must be
$5,000 or integral multiples thereof) to be converted.

NOTE:   If Shares are to be issued in the name of a person other than the
        registered holder, all requisite documentation reasonably required by
        the Corporation must be provided, including, if appropriate, a guarantee
        of the signature by a member of a medallion guarantee program.

The registered Holder hereby (check one only):

  [_]   (a)  certifies that the Holder is not a "U.S. person" within the meaning
             of Regulation S under the United States Securities Act of 1933, as
             amended, and is not acquiring the Shares on behalf of any U.S.
             person, and a period of not less than 12 months has elapsed from
             June., 2001; or

  [_]   (b)  acknowledges that the following legend may be placed on the
             certificate(s) representing the Shares:

             all certificates representing Shares will bear the following
             legend:

             "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
             THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
             "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH
             SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
             SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A)
             TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
             WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C)
             PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
             ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN
             COMPLIANCE WITH CERTAIN OTHER PROCEDURES SATISFACTORY TO THE
             CORPORATION.".

     (print name in which Shares issued on conversion are to be issued,
     delivered and registered)


<PAGE>

                                      -13-

                                   _____________________________________________
                                   Name

                                   _____________________________________________
                                   Address

                                   _____________________________________________
                                   (City, Province/State, Country, Postal Code)

                                   _____________________________________________
                                   Name of Guarantor

_______________
Authorized Signature