EXHIBIT 10. 4

                                    DEBENTURE

NEITHER  THESE  SECURITIES  NOR  THE SECURITIES ISSUABLE UPON CONVERSION  HEREOF
HAVE  BEEN  REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR  THE  SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.  THE  SECURITIES  ARE  RESTRICTED  AND  MAY NOT BE OFFERED, RESOLD,
PLEDGED  OR  TRANSFERRED  EXCEPT  AS  PERMITTED  UNDER  THE  ACT  PURSUANT  TO
REGISTRATION  REQUIREMENTS  THEREOF  OR  EXEMPTION  THEREFROM.



     No.  __     $___________

                              FLEXXTECH CORPORATION

                    CONVERTIBLE DEBENTURE DUE AUGUST 13, 2003

     FOR  VALUE  RECEIVED,  FLEXXTECH  CORPORATION,  a corporation organized and
existing  under the laws of the State of Nevada (the "Company"), hereby promises
to  pay  to  ___________________,  a  __________________,  having its address at
______________________  or  its  assigns  (the  "Holder"),  the principal sum of
________  and  00/100 Dollars ($____________) on August ___, 2003 (the "Maturity
Date")  and to pay simple interest on the principal sum outstanding from time to
time  in  arrears (i) upon conversion as provided herein or (ii) on the Maturity
Date,  at  the  rate of 6% per annum.  Interest shall commence to accrue on this
Debenture  on  the  first  such  business day to occur after the date hereof and
shall  continue  on a daily basis until payment in full of the principal sum has
been  made  or  duly  provided  for or until the full outstanding amount of this
Debenture  has  been  converted  in  accordance  with  the  provisions  hereof.

     This  Debenture  is  the  Debenture  referred to in the Securities Purchase
Agreement  (the  "Securities Purchase Agreement") dated August 14, 2001, between
the  Company  and  the  Holder,  is  subject to the provisions of the Securities
Purchase  Agreement  and  further  is  subject  to  the  following  additional
provisions:

1.     This  Debenture  has been issued subject to investment representations of
the  original  purchaser  hereof  and  may  be  transferred or exchanged only in
compliance  with  the  Securities  Act  and  other  applicable state and foreign
securities  laws.  In  the event of any proposed transfer of this Debenture, the
Company  may  require,  prior to issuance of a new Debenture in the name of such
other  person, that it receive reasonable transfer documentation including legal
opinions that the issuance of the Debenture in such other name does not and will
     not  cause  a  violation  of  the Securities Act or any applicable state or
foreign  securities  laws.  Prior  to  due  presentment  for  transfer  of  this
Debenture,  the  Company  and  any  agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as  the owner hereof for the purpose of receiving payment as herein provided and
for  all  other  purposes, whether or not this Debenture be overdue, and neither
the  Company  nor  any  such  agent shall be affected by notice to the contrary.

2.     A.     The  Holder  is  entitled  to,  at  any time or from time to time,
convert  the  Conversion  Amount into shares of Common Stock of the Company, par
value  $.001 per share ("Common Stock"), at a conversion price for each share of
Common  Stock  (the  "Conversion  Price")  equal to the lower of (x) 120% of the
closing  bid price per share (as reported by Bloomberg, LP) on the Closing Date,
and (y) 80% of the lowest closing bid price per share (as reported by Bloomberg,
     LP) of the Company's Common Stock for the five (5) Trading Days immediately
preceding  the  date  of  conversion.  The  Conversion Price will be adjusted as
provided  in  Section  6.

B.     For  purposes  of  this  Debenture, the following terms have the meanings
indicated  below:
(i)     "Conversion  Amount" shall mean the sum of (A) all or any portion of the
outstanding principal amount of this Debenture, as designated by the Holder upon
     exercise  of  its right of conversion and (B) all interest that has accrued
on  the  portion  of  the  principal amount that has been designated for payment
pursuant  to  (A).
(ii)     "Market  Price  of the Common Stock" means (x) the closing bid price of
the  Common  Stock  for  the  period  indicated in the relevant provision hereof
(unless  a different relevant period is specified in the relevant provision), as
reported  by  Bloomberg,  LP  or,  if  not  so  reported,  as  reported  on  the
over-the-counter  market  or  (y)  if  the  Common  Stock  is  listed on a stock
exchange,  the  closing  price  on such exchange, as reported in The Wall Street
Journal.
(iii)     "Trading  Day" shall mean any day on which the New York Stock Exchange
is  open  for  business.

C.     Conversion  shall  be  effectuated  by  surrendering the Debentures to be
converted to the Company's transfer agent, Pacific Stock Transfer Co. located at
     5844  South  Pecos,  Suite  D,  Las  Vegas, Nevada 89120, accompanied by or
preceded by facsimile or other delivery to the Company of the form of conversion
notice  attached  hereto  as  Exhibit A, executed by the Holder of the Debenture
evidencing  such  Holder's  intention  to  convert this Debenture or a specified
portion  hereof,  and  accompanied,  if  required  by  the  Company,  by  proper
assignment  hereof  in  blank.  No  fractional  shares  of Common Stock 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.  The date on which
notice  of conversion is given (the "Conversion Date") shall be deemed to be the
date  on  which  the  Company  receives  by fax or by mail the conversion notice
("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A,
duly  executed,  to  the  Company;  providedthat the Holder shall deliver to the
                                    --------
Company's  transfer agent or the Company the original Debentures being converted
within  five  (5)  business days thereafter (and if not so delivered within such
time,  the Conversion Date shall be the date on which the later of the Notice of
Conversion  and  the  original  Debentures  being  converted  is received by the
Company).  Facsimile  delivery  of the Notice of Conversion shall be accepted by
the Company at facsimile number (310) 342-0791 ATTN: Corporate Secretary. Except
as  otherwise  provided,  certificates representing Common Stock upon conversion
will be delivered within five (5) business days from the date of delivery of the
Notice  of  Conversion.

3.     Unless  demand  has otherwise been made in writing for payment in cash by
the  Holder,  any  Debentures  not  previously received for conversion as of the
Maturity  Date  shall be deemed to have been surrendered for conversion, without
further  action  of  any  kind by the Company or any of its agents, employees or
representatives,  as  of the Maturity Date at the Conversion Price applicable on
the  Maturity  Date  ("Mandatory  Conversion").

4.     No  provision  of  this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to Convert this Debenture into
     Common  Stock,  at  the  time,  place,  and  rate  herein prescribed.  This
Debenture  is  a  direct  obligation  of  the  Company.

5.     If  the  Company  (a)  merges or consolidates with another corporation or
after  business  entity and the Company is not the surviving entity or (b) sells
or  transfers  all  or substantially all of its assets to another person and the
holders  of  the  Common  Stock  are  entitled  to  receive stock, securities or
property  in  respect of or in exchange for Common Stock, then as a condition of
such  merger,  consolidation,  sale  or  transfer,  the  Company  and  any  such
successor, purchaser or transferee will agree that this Debenture may thereafter
be converted on the terms and subject to the conditions set forth above into the
kind  and  amount  of stock, securities or property receivable upon such merger,
consolidation,  sale  or  transfer by a holder of the number of shares of Common
Stock  into  which  this  Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable.  In the event of any (i) proposed
merger  or  consolidation  where the Company is not the surviving entity or (ii)
sale  or  transfer  of all or substantially all of the assets of the Company (in
either  such  case,  a  "Sale"),  the  Holder shall have the right to convert by
delivering  a  Notice  of  Conversion to the Company within fifteen (15) days of
receipt  of  notice  of  such  Sale  from  the  Company.

6.     If,  at any time while any portion of this Debenture remains outstanding,
the Company effectuates a stock split or reverse stock split of its Common Stock
     or  issues  a  dividend  on its Common Stock consisting of shares of Common
Stock or otherwise recapitalizes its Common Stock, the Conversion Price shall be
equitably  adjusted  to reflect such action.  By way of illustration, and not in
limitation,  of  the foregoing (i) if the Company effectuates a 2:1 split of its
Common  Stock,  thereafter, with respect to any conversion for which the Company
issues  the  shares  after  the  record date of such split, the Conversion Price
shall  be deemed to be one-half of what it had been calculated to be immediately
prior to such split; (ii) if the Company effectuates a 1:10 reverse split of its
Common  Stock,  thereafter, with respect to any conversion for which the Company
issues  the  shares  after the record date of such reverse split, the Conversion
Price  shall  be  deemed  to  be  the amount of such Conversion Price calculated
immediately  prior to the record date multiplied by 10; and (iii) if the Company
declares  a  stock  dividend  of  one  share of Common Stock for every 10 shares
outstanding,  thereafter,  with  respect to any conversion for which the Company
issues  the  shares after the record date of such dividend, the Conversion Price
shall be deemed to be the amount of such Conversion Price calculated immediately
prior  to  such  record date multiplied by a fraction, of which the numerator is
the  number  of  shares  (10)  for which a dividend share will be issued and the
denominator  is  such  number  of  shares plus the dividend share(s) issuable or
issued  thereon  (11).

7.     All  payments  contemplated  hereby to be made "in cash" shall be made by
wire  transfer  of  immediately  available funds in such coin or currency of the
United  States  of America as at the time of payment is legal tender for payment
of  public  and private debts.  All payments of cash and each delivery of shares
of  Common  Stock issuable to the Holder as contemplated hereby shall be made to
the  Holder  to  an  account  designated by the Holder to the Company and if the
Holder has not designated any such accounts at the address last appearing on the
     Debenture  Register  of  the Company as designated in writing by the Holder
from  time  to  time;  except  that  the  Holder may designate, by notice to the
Company,  a  different delivery address for any one or more specific payments or
deliveries.

8.     The  Holder  of  the  Debenture,  by  acceptance hereof, agrees that this
Debenture  is being acquired for investment and that such Holder will not offer,
sell  or  otherwise  dispose  of  this  Debenture  or the Shares of Common Stock
issuable  upon  conversion  thereof  except  in compliance with the terms of the
Securities  Purchase  Agreement  and the Registration Rights Agreement and under
circumstances  which will not result in a violation of the Securities Act or any
applicable  state  Blue Sky or foreign laws or similar laws relating to the sale
of  securities.

9.     This  Debenture shall be governed by and construed in accordance with the
laws  of the State of New York. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
     or  the  state  courts  of the State of New York sitting in the City of New
York  in  connection  with  any  dispute arising under this Agreement and hereby
waives,  to  the  maximum  extent permitted by law, any objection, including any
objection  based  on forum non coveniens, to the bringing of any such proceeding
in  such  jurisdictions.  To  the  extent  determined by such court, the Company
shall  reimburse  the  Holder  for  any  reasonable legal fees and disbursements
incurred  by  the  Holder  in  enforcement of or protection of any of its rights
under  this  Debenture  or  the  Securities  Purchase  Agreement.

10.     The  following  shall  constitute  an  "Event  of  Default":
a.     The  Company  fails  in  the  payment  of  principal  or interest on this
Debenture  as  required  hereunder  and  the same shall continue for a period of
three  (3)  days;  or
b.     Any  of  the representations or warranties made by the Company herein, in
the  Securities  Purchase  Agreement,  the  Registration Rights Agreement, dated
August 14, 2001 between the Company and the Investors therein (the "Registration
Rights  Agreement"),  or  in  any  certificate  or  financial  or  other written
statements  heretofore  or hereafter furnished by the Company in connection with
the  execution  and  delivery  of  this  Debenture  or  the  Securities Purchase
Agreement shall be false or misleading in any material respect at the time made;
or
c.     The  Company  fails  to  issue shares of Common Stock to the Holder or to
cause  its  Transfer  Agent to issue shares of Common Stock upon exercise by the
Holder  of  the  conversion rights of the Holder in accordance with the terms of
this Debenture, fails to transfer or to cause its Transfer Agent to transfer any
certificate  for  shares of Common Stock issued to the Holder upon conversion of
this  Debenture  and  when required by this Debenture or the Registration Rights
Agreement,  and  such  transfer  is  otherwise  lawful,  or  fails to remove any
restrictive legend or to cause its Transfer Agent to transfer any certificate or
any  shares  of  Common  Stock  issued  to  the  Holder  upon conversion of this
Debenture  as  and  when  required  by  this  Debenture,  the  Agreement  or the
Registration  Rights  Agreement and such legend removal is otherwise lawful, and
any such failure shall continue uncured for five (5) business days after written
notice  from  the  Holder  of  such  failure;  or
d.     The  Company  shall  fail to perform or observe, in any material respect,
any  other  covenant, term, provision, condition, agreement or obligation of the
Debenture and, except the case of Section 5, such failure shall continue uncured
for  a  period  of thirty (30) days after written notice from the holder of such
failure.  The Company shall fail to perform or observe, in any material respect,
any covenant, term, provision, condition, agreement or obligation of the Company
under the Securities Purchase Agreement or the Registration Rights Agreement and
such  failure  shall  continue  uncured  for  a period of thirty (30) days after
written  notice  from  the  Holder  of  such  failure;  or
e.     The  Company  shall  (1)  admit in writing its inability to pay its debts
generally as they mature; (2) make an assignment for the benefit of creditors or
commence  proceedings  for  its  dissolution; or (3) apply for or consent to the
appointment  of  a  trustee, liquidator or receiver for its or for a substantial
part  of  its  property  or  business;  or
f.     A  trustee,  liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and shall
not  be  discharged  within  sixty  (60)  days  after  such  appointment;  or
g.     Any  governmental  agency  or  any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or  any substantial portion of the properties or assets of the Company and shall
not  be  dismissed  within  sixty  (60)  days  thereafter;  or
h.     Any  final  money  judgment,  writ  or  warrant of attachment, or similar
process,  not  subject  to  appeal, in excess of One-Hundred Thousand ($100,000)
Dollars in the aggregate shall be entered or filed against the Company or any of
its  properties  or other assets and shall remain unpaid, unvacated, unbonded or
unstayed  for  a  period  of sixty (60) days or in any event later than five (5)
days  prior  to  the  date  of  any  proposed  sale  thereunder;  or
i.     Bankruptcy,  reorganization,  insolvency  or  liquidation  proceedings or
other  proceedings for relief under any bankruptcy law or any law for the relief
of  debtors  shall  be  instituted  by or against the Company and, if instituted
against  the  Company,  shall not be dismissed within sixty (60) days after such
institution or the Company shall by any action or answer approve of, consent to,
or  acquiesce  in  any such proceedings or admit the material allegations of, or
default  in  answering  a  petition  filed  in  any  such  proceeding;  or
j.     The  Company  shall  have  its Common Stock suspended or delisted from an
exchange  for  a  period  in  excess  of  five  (5)  trading  days.
Then,  or  at  any time thereafter, and in each and every such case, unless such
Event  of Default shall have been waived in writing by a majority in interest of
the  Holders  of the Debentures (which waiver shall not be deemed to be a waiver
of  any  subsequent  default)  at  the  option  of a majority in interest of the
Holders  and  in  the  discretion  of a majority in interest of the Holders, the
Holder  may  at  its option and discretion declare this Debenture, together with
all  accrued  and  unpaid  interest  herein,  to be immediately due and payable,
without  presentment,  demand,  protest or notice of any kinds, all of which are
hereby  expressly  waived,  anything  herein or in any note or other instruments
contained  to  the  contrary  notwithstanding, and a majority in interest of the
Holders  may immediately enforce any and all of the Holder's rights and remedies
provided  herein  or  any  other  rights  or  remedies  afforded  by  law.

11.     Nothing  contained  in  this  Debenture shall be construed as conferring
upon  the  Holder  the  right  to  vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
     rights whatsoever as a shareholder of the Company, unless and to the extent
converted  in  accordance  with  the  terms  hereof.

12.     This Debenture may be amended only by the written consent of the parties
     hereto.

13.     No  waivers or consents in regard to any provision of this Debenture may
be  given  other  than  by  an  instrument  in  writing  signed  by  the Holder.

<PAGE>


     IN  WITNESS  WHEREOF,  the  Company  has  caused  this Debenture to be duly
executed  by  an  officer  thereunto  duly  authorized.

Dated:  August  ___,  2001


FLEXXTECH  CORPORATION

By:_______________________________________
__________________________________________
(Print  Name)
__________________________________________
(Title)