EXHIBIT 10.8

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
144  OR  REGULATION  S  UNDER  SAID  ACT.


                          SECURED CONVERTIBLE DEBENTURE

Hempstead,  New  York
May  15,  2002                                                           $75,000

     FOR  VALUE  RECEIVED,  TORBAY  HOLDINGS,  INC.,  a  Delaware  corporation
(hereinafter  called  the  "BORROWER"),  hereby  promises to pay to the order of
___________________________    or registered assigns (the "HOLDER") the sum of
Seventy-Five  Thousand Dollars ($75,000), on May 15, 2003 (the "MATURITY DATE"),
and to pay interest on the unpaid principal balance hereof at the rate of twelve
percent  (12%)  per  annum  from  May 15, 2002 (the "ISSUE DATE") until the same
becomes  due  and  payable,  whether  at  maturity  or  upon  acceleration or by
prepayment  or otherwise.  Any amount of principal or interest on this Debenture
which  is  not  paid when due shall bear interest at the rate of fifteen percent
(15%)  per  annum  from  the  due  date thereof until the same is paid ("DEFAULT
INTEREST").  Interest  shall  commence  accruing  on  the  issue  date, shall be
computed  on  the  basis of a 365-day year and the actual number of days elapsed
and shall be payable, at the option of the Holder, either quarterly on March 31,
June  30,  September 30 and December 31 of each year beginning on June 30, 2002,
or  at the time of conversion of the principal to which such interest relates in
accordance  with Article I below.  All payments due hereunder (to the extent not
converted  into  common  stock, $.0001 par value per share, of the Borrower (the
"COMMON  STOCK")  in  accordance  with the terms hereof) shall be made in lawful
money  of the United States of America or, at the option of the Holder, in whole
or  in  part,  in  shares  of  Common  Stock  of the Borrower valued at the then
applicable  Conversion  Price (as defined herein). All payments shall be made at
such  address  as  the  Holder  shall  hereafter give to the Borrower by written
notice  made  in accordance with the provisions of this Debenture.  Whenever any
amount  expressed  to  be  due  by the terms of this Debenture is due on any day
which  is  not  a  business  day,  the  same  shall  instead  be due on the next
succeeding  day which is a business day and, in the case of any interest payment
date  which  is  not  the  date  on  which  this  Debenture is paid in full, the
extension
<PAGE>
of  the  due  date  thereof  shall  not  be  taken  into account for purposes of
determining  the amount of interest due on such date. As used in this Debenture,
the  term  "business  day" shall mean any day other than a Saturday, Sunday or a
day  on  which commercial banks in the city of New York, New York are authorized
or  required  by  law or executive order to remain closed. Each capitalized term
used  herein, and not otherwise defined, shall have the meaning ascribed thereto
in  that  certain Securities Purchase Agreement, dated May 15, 2002, pursuant to
which  this  Debenture  was  originally  issued  (the  "PURCHASE  AGREEMENT").

     This  Debenture is free from all taxes, liens, claims and encumbrances with
respect  to  the  issue thereof and shall not be subject to preemptive rights or
other  similar  rights  of  stockholders  of  the  Borrower  and will not impose
personal  liability  upon  the  holder thereof.  The obligations of the Borrower
under  this  Debenture shall be secured by that certain Security Agreement dated
by  and  between  the  Borrower  and  the  Holder  of  even  date  herewith.

     The  following  terms  shall  apply  to  this  Debenture:


                          ARTICLE I.  CONVERSION RIGHTS

     1.1     CONVERSION  RIGHT.  The  Holder  shall  have the right from time to
             -----------------
time,  and  at  any time on or prior to the earlier of (i) the Maturity Date and
(ii)  the  date  of  payment  of  the Default Amount (as defined in Article III)
pursuant  to  Section  1.6(a) or Article III, the Optional Prepayment Amount (as
defined  in Section 5.1 or any payments pursuant to Section 1.7, each in respect
of  the  remaining outstanding principal amount of this Debenture to convert all
or  any  part  of  the outstanding and unpaid principal amount of this Debenture
into  fully paid and non-assessable shares of Common Stock, as such Common Stock
exists  on the Issue Date, or any shares of capital stock or other securities of
the  Borrower  into  which  such  Common  Stock  shall  hereafter  be changed or
reclassified  at  the  conversion  price  (the "CONVERSION PRICE") determined as
provided  herein (a "CONVERSION"); provided, however, that in no event shall the
                                   --------  -------
Holder  be  entitled  to convert any portion of this Debenture in excess of that
portion  of this Debenture upon conversion of which the sum of (1) the number of
shares  of  Common  Stock  beneficially  owned  by the Holder and its affiliates
(other  than  shares  of  Common  Stock  which  may be deemed beneficially owned
through  the  ownership  of  the  unconverted  portion  of the Debentures or the
unexercised  or  unconverted  portion  of  any  other  security  of the Borrower
(including,  without limitation, the warrants issued by the Borrower pursuant to
the  Purchase  Agreement)  subject  to  a  limitation  on conversion or exercise
analogous  to  the limitations contained herein) and (2) the number of shares of
Common  Stock issuable upon the conversion of the portion of this Debenture with
respect  to  which the determination of this proviso is being made, would result
in  beneficial  ownership  by the Holder and its affiliates of more than 4.9% of
the  outstanding  shares  of  Common  Stock.  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended,  and  Regulations  13D-G  thereunder,  except  as otherwise provided in
clause  (1)  of  such  proviso.  The  Holder  of  this  Debenture  may waive the
limitations  set  forth  herein  by  sixty-one  (61)  days written notice to the
Company.  The number of shares of Common Stock to be issued upon each conversion
of  this  Debenture  shall  be  determined by dividing the Conversion Amount (as
defined  below)  by  the  applicable Conversion
<PAGE>
Price  then  in effect on the date specified in the notice of conversion, in the
form attached hereto as Exhibit A (the "NOTICE OF CONVERSION"), delivered to the
Borrower  by  the Holder in accordance with Section 1.4 below; provided that the
Notice  of Conversion is submitted by facsimile (or by other means resulting in,
or  reasonably  expected to result in, notice) to the Borrower before 6:00 p.m.,
New  York,  New  York  time on such conversion date (the "CONVERSION DATE"). The
term  "CONVERSION  AMOUNT"  means,  with  respect  to  any  conversion  of  this
Debenture, the sum of (1) the principal amount of this Debenture to be converted
in  such  conversion  plus (2)  accrued and unpaid interest, if any, on such
principal  amount  at  the  interest  rates  provided  in  this Debenture to the
Conversion  Date plus (3) Default  Interest, if any, on the amounts referred
to  in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder's
option,  any amounts owed to the  Holder pursuant to Sections 1.3 and 1.4(g)
hereof  or  pursuant  to  Section  2(c)  of  that  certain  Registration  Rights
Agreement,  dated  as  of  May 15, 2002, executed in connection with the initial
issuance  of  this  Debenture  and the other Debentures issued on the Issue Date
(the  "REGISTRATION  RIGHTS  AGREEMENT").

     1.2     CONVERSION  PRICE.
             -----------------

              (a) CALCULATION OF CONVERSION PRICE. The Conversion Price shall
          be  ----------------------------------  the lesser of (i) the Variable
          Conversion  Price  (as  defined  herein) and (ii) the Fixed Conversion
          Price  (as  defined  herein)  (subject,  in  each  case,  to equitable
          adjustments  for  stock splits, stock dividends or rights offerings by
          the  Borrower  relating to the Borrower's securities or the securities
          of  any  subsidiary  of  the Borrower, combinations, recapitalization,
          reclassifications,  extraordinary  distributions  and similar events).
          The  "VARIABLE  CONVERSION PRICE" shall mean the Applicable Percentage
          (as  defined  herein)  multiplied  by  the  Market  Price  (as defined
          herein).  "MARKET  PRICE"  means  the  average of the lowest three (3)
          Trading  Prices  (as  defined  below)  for the Common Stock during the
          twenty  (20)  Trading  Day  period ending one Trading Day prior to the
          date  the  Conversion Notice is sent by the Holder to the Borrower via
          facsimile  (the  "CONVERSION  DATE").  "TRADING  PRICE" means, for any
          security  as  of  any  date,  the  intraday  trading  price  on  the
          Over-the-Counter  Bulletin  Board  (the  "OTCBB")  as  reported  by  a
          reliable  reporting  service  mutually  acceptable  to  and  hereafter
          designated  by Holders of a majority in interest of the Debentures and
          the  Borrower or, if the OTCBB is not the principal trading market for
          such  security,  the  intraday  trading  price of such security on the
          principal securities exchange or trading market where such security is
          listed  or traded or, if no intraday trading price of such security is
          available in any of the foregoing manners, the average of the intraday
          trading  prices of any market makers for such security that are listed
          in  the  "pink  sheets"  by the National Quotation Bureau, Inc. If the
          Trading  Price  cannot be calculated for such security on such date in
          the  manner provided above, the Trading Price shall be the fair market
          value  as  mutually  determined  by  the Borrower and the holders of a
          majority  in  interest of the Debentures being converted for which the
          calculation of the Trading Price is required in order to determine the
          Conversion  Price of such Debentures. "TRADING DAY" shall mean any day
          on which the Common Stock is traded for any period on the OTCBB, or on
          the  principal securities exchange or other securities market on which
          the  Common  Stock is then being traded. "APPLICABLE PERCENTAGE" shall
          mean  50.0%.  The  "FIXED  CONVERSION  PRICE"  shall  mean  $0.05.

               (B)  CONVERSION PRICE DURING MAJOR ANNOUNCEMENTS. Notwithstanding
                    -------------------------------------------
           anything  contained  in  Section  1.2(a)  to the contrary, in the
           event  the  Borrower

          (i)  makes  a  public  announcement  that it intends to consolidate or
          merge  with  any  other  corporation (other than a merger in which the
          Borrower  is  the  surviving or continuing corporation and its capital
          stock  is  unchanged)  or sell or transfer all or substantially all of
          the  assets  of  the  Borrower  or  (ii)  any  person, group or entity
          (including the Borrower) publicly announces a tender offer to purchase
          50%  or  more  of  the  Borrower's Common Stock (or any other takeover
          scheme)  (the  date  of  the announcement referred to in clause (i) or
          (ii)  is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the
          Conversion  Price  shall,  effective  upon  the  Announcement Date and
          continuing  through the Adjusted Conversion Price Termination Date (as
          defined  below),  be  equal  to  the lower of (x) the Conversion Price
          which  would  have  been  applicable for a Conversion occurring on the
          Announcement Date and (y) the Conversion Price that would otherwise be
          in  effect.  From  and after the Adjusted Conversion Price Termination
          Date,  the  Conversion  Price shall be determined as set forth in this
          Section  1.2(a).  For  purposes  hereof,  "ADJUSTED  CONVERSION  PRICE
          TERMINATION DATE" shall mean, with respect to any proposed transaction
          or  tender  offer (or takeover scheme) for which a public announcement
          as  contemplated  by  this Section 1.2(b) has been made, the date upon
          which  the  Borrower  (in the case of clause (i) above) or the person,
          group  or  entity  (in  the  case of clause (ii) above) consummates or
          publicly  announces  the  termination  or  abandonment of the proposed
          transaction  or  tender  offer  (or takeover scheme) which caused this
          Section  1.2(b)  to  become  operative.


     1.3     AUTHORIZED  SHARES.  The  Borrower covenants that during the period
             ------------------
the  conversion  right exists, the Borrower will reserve from its authorized and
unissued  Common  Stock  a  sufficient  number  of  shares, free from preemptive
rights,  to provide for the issuance of Common Stock upon the full conversion of
this  Debenture  and  the  other  Debentures  issued  pursuant  to  the Purchase
Agreement.  The  Borrower  is  required  at  all  times  to  have authorized and
reserved  two  times  the  number  of shares that is actually issuable upon full
conversion of the Debentures (based on the Conversion Price of the Debentures or
the  Exercise  Price of the Warrants in effect from time to time) (the "RESERVED
AMOUNT").  The  Reserved  Amount  shall  be  increased  from  time  to  time  in
accordance  with  the  Borrower's  obligations  pursuant  to Section 4(h) of the
Purchase  Agreement.  The  Borrower  represents  that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable.  In addition, if
the  Borrower  shall  issue  any  securities  or  make any change to its capital
structure which would change the number of shares of Common Stock into which the
Debentures  shall  be  convertible  at  the  then  current Conversion Price, the
Borrower  shall  at the same time make proper provision so that thereafter there
shall  be a sufficient number of shares of Common Stock authorized and reserved,
free  from preemptive rights, for conversion of the outstanding Debentures.  The
Borrower  (i) acknowledges that it has irrevocably instructed its transfer agent
to  issue  certificates  for  the  Common Stock issuable upon conversion of this
Debenture,  and (ii) agrees that its issuance of this Debenture shall constitute
full  authority  to  its  officers  and  agents who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares  of  Common  Stock  in  accordance  with the terms and conditions of this
Debenture.

     If,  at any time a Holder of this Debenture submits a Notice of Conversion,
and  the  Borrower  does  not  have sufficient authorized but unissued shares of
Common  Stock  available  to  effect  such  conversion  in  accordance  with the
provisions  of  this Article I (a "CONVERSION DEFAULT"), subject to Section 4.8,
the  Borrower  shall issue to the Holder all of the shares of
<PAGE>
Common  Stock which are then available to effect such conversion. The portion of
this  Debenture  which  the  Holder  included in its Conversion Notice and which
exceeds  the  amount  which  is then convertible into available shares of Common
Stock  (the  "EXCESS  AMOUNT")  shall,  notwithstanding anything to the contrary
contained  herein,  not  be convertible into Common Stock in accordance with the
terms  hereof  until  (and  at  the  Holder's option at any time after) the date
additional  shares of Common Stock are authorized by the Borrower to permit such
conversion,  at  which time the Conversion Price in respect thereof shall be the
lesser  of  (i)  the Conversion Price on the Conversion Default Date (as defined
below)  and  (ii) the Conversion Price on the Conversion Date thereafter elected
by  the  Holder  in  respect thereof. In addition, the Borrower shall pay to the
Holder  payments ("CONVERSION DEFAULT PAYMENTS") for a Conversion Default in the
amount  of  (x)  the  sum  of  (1) the then outstanding principal amount of this
Debenture  plus  (2)   accrued  and  unpaid  interest on the unpaid
principal  amount  of  this Debenture through the Authorization Date (as defined
below)  plus  (3)  Default  Interest, if  any, on the amounts referred to in
clauses  (1)  and/or (2), multiplied by (y)  .24, multiplied by (z)
(N/365),  where  N  =  the number of days from the day the  holder
submits  a  Notice  of  Conversion  giving  rise  to  a  Conversion Default (the
"CONVERSION  DEFAULT  DATE")  to  the  date  (the "AUTHORIZATION DATE") that the
Borrower  authorizes  a  sufficient  number  of shares of Common Stock to effect
conversion  of  the  full  outstanding  principal balance of this Debenture. The
Borrower  shall  use its best efforts to authorize a sufficient number of shares
of  Common  Stock  as soon as practicable following the earlier of (i) such time
that  the  Holder  notifies  the Borrower or that the Borrower otherwise becomes
aware  that  there  are  or  likely will be insufficient authorized and unissued
shares  to  allow  full  conversion  thereof  and (ii) a Conversion Default. The
Borrower  shall  send  notice  to  the Holder of the authorization of additional
shares  of  Common  Stock,  the  Authorization  Date  and the amount of Holder's
accrued Conversion Default Payments. The accrued Conversion Default Payments for
each  calendar  month  shall be paid in cash or shall be convertible into Common
Stock  (at  such time as there are sufficient authorized shares of Common Stock)
at  the  applicable  Conversion  Price,  at  the  Holder's  option,  as follows:

               (a) In the event Holder elects to take such payment in cash, cash
          payment  shall  be  made to Holder by the fifth (5th) day of the month
          following  the  month  in  which  it  has  accrued;  and

               (b)  In  the  event  Holder elects to take such payment in Common
          Stock, the Holder may convert such payment amount into Common Stock at
          the  Conversion  Price (as in effect at the time of conversion) at any
          time  after the fifth day of the month following the month in which it
          has accrued in accordance with the terms of this Article I (so long as
          there  is  then  a  sufficient  number  of authorized shares of Common
          Stock).

     The  Holder's election shall be made in writing to the Borrower at any time
prior  to  6:00  p.m.,  New  York,  New York time, on the third day of the month
following  the  month  in which Conversion Default payments have accrued.  If no
election  is  made,  the Holder shall be deemed to have elected to receive cash.
Nothing  herein  shall limit the Holder's right to pursue actual damages (to the
extent  in excess of the Conversion Default Payments) for the Borrower's failure
to  maintain  a sufficient number of authorized shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including  degree  of  specific  performance  and/or  injunctive  relief).

<PAGE>

     1.4     METHOD  OF  CONVERSION.
             ----------------------

               (a)  MECHANICS  OF  CONVERSION.  Subject  to  Section  1.1,  this
          Debenture  -----------------------  may  be converted by the Holder in
          whole  or  in part at any time from time to time after the Issue Date,
          by (A) submitting to the Borrower a Notice of Conversion (by facsimile
          or  other  reasonable  means  of  communication  dispatched  on  the
          Conversion  Date  prior to 6:00 p.m., New York, New York time) and (B)
          subject  to  Section  1.4(b),  surrendering  this  Debenture  at  the
          principal  office  of  the  Borrower.

               (b)  SURRENDER  OF  DEBENTURE  UPON  CONVERSION.  Notwithstanding
          anything  to  the  contrary  set forth herein, upon conversion of this
          Debenture in accordance with the terms hereof, the Holder shall not be
          required to physically surrender this Debenture to the Borrower unless
          the  entire unpaid principal amount of this Debenture is so converted.
          The  Holder  and  the  Borrower  shall  maintain  records  showing the
          principal  amount  so  converted  and the dates of such conversions or
          shall use such other method, reasonably satisfactory to the Holder and
          the  Borrower,  so  as  not  to  require  physical  surrender  of this
          Debenture  upon  each  such conversion. In the event of any dispute or
          discrepancy,  such  records  of  the Borrower shall be controlling and
          determinative  in  the  absence of manifest error. Notwithstanding the
          foregoing, if any portion of this Debenture is converted as aforesaid,
          the  Holder  may  not  transfer this Debenture unless the Holder first
          physically  surrenders  this  Debenture to the Borrower, whereupon the
          Borrower will forthwith issue and deliver upon the order of the Holder
          a  new Debenture of like tenor, registered as the Holder (upon payment
          by  the  Holder  of  any  applicable  transfer  taxes)  may  request,
          representing in the aggregate the remaining unpaid principal amount of
          this  Debenture.  The  Holder  and any assignee, by acceptance of this
          Debenture,  acknowledge and agree that, by reason of the provisions of
          this  paragraph,  following conversion of a portion of this Debenture,
          the  unpaid  and  unconverted  principal  amount  of  this  Debenture
          represented  by  this  Debenture may be less than the amount stated on
          the  face  hereof.

               (c)  PAYMENT  OF TAXES. The Borrower shall not be required to pay
          any  tax  which  may be payable in respect of any transfer involved in
          the  issue  and delivery of shares of Common Stock or other securities
          or  property on conversion of this Debenture in a name other than that
          of  the  Holder  (or  in  street  name), and the Borrower shall not be
          required  to  issue  or deliver any such shares or other securities or
          property unless and until the person or persons (other than the Holder
          or  the  custodian in whose street name such shares are to be held for
          the  Holder's account) requesting the issuance thereof shall have paid
          to  the  Borrower the amount of any such tax or shall have established
          to  the  satisfaction  of  the  Borrower  that such tax has been paid.

               (d) DELIVERY OF COMMON STOCK UPON CONVERSION. Upon receipt by the
          Borrower  from  the  Holder  of  a  facsimile  transmission  (or other
          reasonable  means  of communication) of a Notice of Conversion meeting
          the  requirements  for conversion as provided in this Section 1.4, the
          Borrower  shall  issue and deliver or cause to be issued and delivered
          to  or  upon the order of the Holder certificates for the Common Stock
          issuable  upon such conversion within two (2) business days after such
          receipt  (and,  solely  in the case of conversion of the entire unpaid
          principal  amount  hereof,  surrender  of this Debenture) (such second
          business  day  being
<PAGE>
          hereinafter  referred  to  as  the  "DEADLINE") in accordance with the
          terms  hereof  and  the  Purchase  Agreement  (including,  without
          limitation, in accordance with the requirements of Section 2(g) of the
          Purchase Agreement that certificates for shares of Common Stock issued
          on  or  after  the  effective  date of the Registration Statement upon
          conversion  of  this Debenture shall not bear any restrictive legend).

               (e)  OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Upon receipt
          by  the Borrower of a Notice of Conversion, the Holder shall be deemed
          to  be  the  holder  of  record of the Common Stock issuable upon such
          conversion, the outstanding principal amount and the amount of accrued
          and unpaid interest on this Debenture shall be reduced to reflect such
          conversion, and, unless the Borrower defaults on its obligations under
          this  Article  I,  all  rights  with  respect  to  the portion of this
          Debenture  being  so  converted  shall  forthwith terminate except the
          right  to  receive the Common Stock or other securities, cash or other
          assets,  as  herein  provided, on such conversion. If the Holder shall
          have  given  a Notice of Conversion as provided herein, the Borrower's
          obligation  to  issue  and  deliver  the certificates for Common Stock
          shall  be  absolute  and unconditional, irrespective of the absence of
          any  action  by  the Holder to enforce the same, any waiver or consent
          with  respect  to  any provision thereof, the recovery of any judgment
          against  any  person or any action to enforce the same, any failure or
          delay  in  the  enforcement of any other obligation of the Borrower to
          the  holder  of  record,  or  any  setoff,  counterclaim,  recoupment,
          limitation  or  termination,  or  any  breach or alleged breach by the
          Holder  of  any  obligation  to  the Borrower, and irrespective of any
          other  circumstance which might otherwise limit such obligation of the
          Borrower  to  the  Holder  in  connection  with  such  conversion. The
          Conversion  Date  specified  in  the Notice of Conversion shall be the
          Conversion Date so long as the Notice of Conversion is received by the
          Borrower  before  6:00  p.m.,  New  York, New York time, on such date.
               (f)  DELIVERY  OF COMMON STOCK BY ELECTRONIC TRANSFER. In lieu of
          delivering  physical  certificates  representing  the  Common  Stock
          issuable  upon  conversion,  provided the Borrower's transfer agent is
          participating  in  the Depository Trust Company ("DTC") Fast Automated
          Securities  Transfer  ("FAST") program, upon request of the Holder and
          its  compliance  with  the  provisions contained in Section 1.1 and in
          this Section 1.4, the Borrower shall use its best efforts to cause its
          transfer  agent  to  electronically transmit the Common Stock issuable
          upon  conversion  to  the  Holder by crediting the account of Holder's
          Prime  Broker with DTC through its Deposit Withdrawal Agent Commission
          ("DWAC")  system.

               (g) FAILURE TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without in
          any  way  limiting  the  Holder's  right  to  pursue  other  remedies,
          including  actual  damages  and/or equitable relief, the parties agree
          that  if delivery of the Common Stock issuable upon conversion of this
          Debenture  is  more than two (2) days after the Deadline (other than a
          failure due to the circumstances described in Section 1.3 above, which
          failure  shall  be governed by such Section) the Borrower shall pay to
          the  Holder  $2,000  per day in cash, for each day beyond the Deadline
          that the Borrower fails to deliver such Common Stock. Such cash amount
          shall  be  paid  to Holder by the fifth day of the month following the
          month  in  which  it  has  accrued or, at the option of the Holder (by
          written notice to the Borrower by the first day of the month following
          the  month  in  which it has accrued), shall be added to the principal
          amount of this Debenture, in which event interest shall accrue thereon
          in  accordance  with  the  terms  of  this  Debenture  and
<PAGE>
          such  additional  principal  amount  shall  be convertible into Common
          Stock  in  accordance  with  the  terms  of  this  Debenture.


     1.5     CONCERNING  THE  SHARES.  The  shares of Common Stock issuable upon
             -----------------------
conversion  of  this  Debenture  may not be sold or transferred unless  (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii)  the  Borrower  or  its  transfer  agent  shall have been furnished with an
opinion  of  counsel  (which  opinion  shall  be  in  form,  substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the  shares  to be sold or transferred may be sold or transferred pursuant to an
exemption  from  such  registration or (iii) such shares are sold or transferred
pursuant  to  Rule  144 under the Act (or a successor rule) ("RULE 144") or (iv)
such  shares  are  transferred to an "affiliate" (as defined in Rule 144) of the
Borrower  who agrees to sell or otherwise transfer the shares only in accordance
with  this  Section  1.5  and  who  is an Accredited Investor (as defined in the
Purchase  Agreement).  Except  as  otherwise  provided in the Purchase Agreement
(and  subject to the removal provisions set forth below), until such time as the
shares  of  Common  Stock  issuable  upon conversion of this Debenture have been
registered under the Act as contemplated by the Registration Rights Agreement or
otherwise  may  be  sold  pursuant to Rule 144 without any restriction as to the
number  of securities as of a particular date that can then be immediately sold,
each  certificate  for  shares  of Common Stock issuable upon conversion of this
Debenture  that  has not been so included in an effective registration statement
or  that has not been sold pursuant to an effective registration statement or an
exemption  that permits removal of the legend, shall bear a legend substantially
in  the  following  form,  as  appropriate:

          "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.  THE
          SECURITIES  MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
          AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
          OR  AN  OPINION  OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
          OPINIONS  OF  COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS
          NOT  REQUIRED  UNDER  SAID  ACT  UNLESS  SOLD  PURSUANT TO RULE 144 OR
          REGULATION  S  UNDER  SAID  ACT."


     The legend set forth above shall be removed and the Borrower shall issue to
the  Holder  a  new  certificate therefor free of any transfer legend if (i) the
Borrower  or  its  transfer  agent shall have received an opinion of counsel, in
form,  substance  and  scope  customary  for  opinions  of counsel in comparable
transactions,  to the effect that a public sale or transfer of such Common Stock
may  be  made  without  registration under the Act and the shares are so sold or
transferred,  (ii)  such Holder provides the Borrower or its transfer agent with
reasonable  assurances  that  the  Common Stock issuable upon conversion of this
Debenture (to the extent such securities are deemed to have been acquired on the
same  date)  can be sold pursuant to Rule 144 or (iii) in the case of the Common
Stock  issuable  upon  conversion of this Debenture, such security is registered
for sale by the Holder under an effective registration statement filed under the
Act  or otherwise may be sold pursuant to Rule 144 without any restriction as to
the  number  of  securities as of a particular date that can then be immediately
sold.  Nothing in this Debenture shall (i) limit the Borrower's obligation under
the  Registration  Rights  Agreement  or  (ii)  affect  in
<PAGE>
any  way  the Holder's obligations to comply with applicable prospectus delivery
requirements  upon  the  resale  of  the  securities  referred  to  herein.


     1.6     EFFECT  OF  CERTAIN  EVENTS.
             ---------------------------

               (a)  EFFECT  OF  MERGER, CONSOLIDATION, ETC. At the option of the
          Holder,  the  sale,  conveyance or disposition of all or substantially
          all of the assets of the Borrower, the effectuation by the Borrower of
          a transaction or series of related transactions in which more than 50%
          of  the  voting  power  of  the  Borrower  is  disposed  of,  or  the
          consolidation,  merger  or  other business combination of the Borrower
          with  or  into any other Person (as defined below) or Persons when the
          Borrower  is  not  the  survivor  shall either: (i) be deemed to be an
          Event  of  Default  (as  defined in Article III) pursuant to which the
          Borrower  shall be required to pay to the Holder upon the consummation
          of  and  as  a  condition  to  such transaction an amount equal to the
          Default Amount (as defined in Article III) or (ii) be treated pursuant
          to  Section  1.6(b)  hereof.  "PERSON"  shall  mean  any  individual,
          corporation,  limited  liability  company,  partnership,  association,
          trust  or  other  entity  or  organization.

               (b) ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, at any time
          when this Debenture is issued and outstanding and prior to conversion
          of  all  of  the Debentures, there shall be any merger, consolidation,
          exchange of shares, recapitalization, reorganization, or other similar
          event,  as  a  result  of which shares of Common Stock of the Borrower
          shall  be  changed  into  the  same or a different number of shares of
          another  class  or  classes  of stock or securities of the Borrower or
          another  entity,  or  in  case  of  any  sale  or conveyance of all or
          substantially  all  of  the  assets  of  the  Borrower  other  than in
          connection  with  a plan of complete liquidation of the Borrower, then
          the  Holder  of  this  Debenture  shall  thereafter  have the right to
          receive upon conversion of this Debenture, upon the basis and upon the
          terms  and  conditions  specified  herein and in lieu of the shares of
          Common  Stock  immediately  theretofore issuable upon conversion, such
          stock,  securities or assets which the Holder would have been entitled
          to  receive  in  such transaction had this Debenture been converted in
          full  immediately  prior  to  such  transaction (without regard to any
          limitations  on  conversion  set  forth  herein), and in any such case
          appropriate  provisions  shall  be made with respect to the rights and
          interests  of  the  Holder  of  this  Debenture  to  the  end that the
          provisions  hereof  (including,  without  limitation,  provisions  for
          adjustment  of  the  Conversion  Price  and  of  the  number of shares
          issuable  upon  conversion  of  the  Debenture)  shall  thereafter  be
          applicable,  as  nearly  as  may  be  practicable  in  relation to any
          securities  or  assets  thereafter  deliverable  upon  the  conversion
          hereof.  The  Borrower  shall  not effect any transaction described in
          this  Section  1.6(b)  unless  (a)  it  first  gives,  to  the  extent
          practicable,  thirty  (30) days prior written notice (but in any event
          at least fifteen (15) days prior written notice) of the record date of
          the special meeting of stockholders to approve, or if there is no such
          record date, the consummation of, such merger, consolidation, exchange
          of  shares, recapitalization, reorganization or other similar event or
          sale  of  assets  (during  which  time the Holder shall be entitled to
          convert  this  Debenture) and (b) the resulting successor or acquiring
          entity  (if  not  the  Borrower)  assumes  by  written  instrument the
          obligations  of  this  Section  1.6(b).  The  above  provisions  shall
          similarly  apply  to  successive  consolidations,  mergers,  sales,
          transfers  or  share  exchanges.
<PAGE>
               (c) ADJUSTMENT DUE TO DISTRIBUTION. If the Borrower shall declare
          or  make  any  distribution  of  its  assets (or rights to acquire its
          assets) to holders of Common Stock as a dividend, stock repurchase, by
          way  of  return  of  capital  or  otherwise (including any dividend or
          distribution  to  the  Borrower's  stockholders  in cash or shares (or
          rights  to  acquire  shares) of capital stock of a subsidiary (i.e., a
          spin-off)) (a "DISTRIBUTION"), then the Holder of this Debenture shall
          be  entitled,  upon any conversion of this Debenture after the date of
          record  for determining stockholders entitled to such Distribution, to
          receive the amount of such assets which would have been payable to the
          Holder  with  respect to the shares of Common Stock issuable upon such
          conversion  had  such  Holder been the holder of such shares of Common
          Stock  on  the  record  date  for  the  determination  of stockholders
          entitled  to  such  Distribution.

               (d) ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when any
          Debentures  are  issued and outstanding, the Borrower issues or sells,
          or  in  accordance  with  this Section 1.6(d) hereof is deemed to have
          issued or sold, any shares of Common Stock for no consideration or for
          a  consideration per share (before deduction of reasonable expenses or
          commissions  or  underwriting  discounts  or  allowances in connection
          therewith)  less than the Fixed Conversion Price in effect on the date
          of  such  issuance (or deemed issuance) of such shares of Common Stock
          (a  "DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance,
          the  Fixed  Conversion  Price  will  be  reduced  to the amount of the
          consideration  per  share  received  by  the Borrower in such Dilutive
          Issuance;  provided  that  only  one  adjustment will be made for each
          Dilutive  Issuance.

     The  Borrower shall be deemed to have issued or sold shares of Common Stock
if  the Borrower in any manner issues or grants any warrants, rights or options,
whether  or  not immediately exercisable, to subscribe for or to purchase Common
Stock  or  other  securities  convertible  into or exchangeable for Common Stock
("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common
Stock  or  Convertible  Securities are hereinafter referred to as "OPTIONS") and
the price per share for which Common Stock is issuable upon the exercise of such
Options  is  less than the Fixed Conversion Price then in effect, then the Fixed
Conversion  Price  shall  be equal to such price per share.  For purposes of the
preceding sentence, the "price per share for which Common Stock is issuable upon
the exercise of such Options" is determined by dividing (i) the total amount, if
any, received or receivable by the Borrower as consideration for the issuance or
granting  of  all  such Options, plus the minimum aggregate amount of additional
consideration,  if  any,  payable  to the Borrower upon the exercise of all such
Options,  plus, in the case of Convertible Securities issuable upon the exercise
of  such  Options,  the  minimum  aggregate  amount  of additional consideration
payable  upon  the  conversion  or exchange thereof at the time such Convertible
Securities  first  become convertible or exchangeable, by (ii) the maximum total
number  of shares of Common Stock issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable).  No further
adjustment to the Conversion Price will be made upon the actual issuance of such
Common  Stock  upon  the  exercise  of  such  Options  or upon the conversion or
exchange  of  Convertible  Securities  issuable  upon  exercise of such Options.

     Additionally, the Borrower shall be deemed to have issued or sold shares of
Common  Stock  if  the  Borrower  in  any manner issues or sells any Convertible
Securities,  whether  or  not immediately convertible (other than where the same
are  issuable  upon  the
<PAGE>
exercise of Options), and the price per share for which Common Stock is issuable
upon such conversion or exchange is less than the Fixed Conversion Price then in
effect,  then the Fixed Conversion Price shall be equal to such price per share.
For  the  purposes  of  the  preceding  sentence, the "price per share for which
Common  Stock  is  issuable  upon  such conversion or exchange" is determined by
dividing (i) the total amount, if any, received or receivable by the Borrower as
consideration  for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Borrower  upon  the  conversion or exchange thereof at the time such Convertible
Securities  first  become convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment to the Fixed Conversion Price
will  be  made  upon the actual issuance of such Common Stock upon conversion or
exchange  of  such  Convertible  Securities.

               (e)  PURCHASE  RIGHTS.  If,  at  any time when any Debentures are
          issued and outstanding, the Borrower issues any convertible securities
          or  rights  to  purchase stock, warrants, securities or other property
          (the "PURCHASE RIGHTS") pro rata to the record holders of any class of
          Common  Stock,  then  the Holder of this Debenture will be entitled to
          acquire,  upon  the  terms  applicable  to  such  Purchase Rights, the
          aggregate  Purchase  Rights  which  such Holder could have acquired if
          such  Holder  had held the number of shares of Common Stock acquirable
          upon  complete  conversion  of  this  Debenture (without regard to any
          limitations  on  conversion  contained  herein) immediately before the
          date  on  which  a  record is taken for the grant, issuance or sale of
          such  Purchase  Rights  or, if no such record is taken, the date as of
          which  the record holders of Common Stock are to be determined for the
          grant,  issue  or  sale  of  such  Purchase  Rights.

               (f) NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment
          or  readjustment  of  the  Conversion  Price as a result of the events
          described  in  this  Section  1.6, the Borrower, at its expense, shall
          promptly  compute  such  adjustment  or  readjustment  and prepare and
          furnish  to  the Holder of a certificate setting forth such adjustment
          or  readjustment  and  showing  in  detail  the  facts upon which such
          adjustment  or  readjustment  is  based.  The Borrower shall, upon the
          written  request  at  any time of the Holder, furnish to such Holder a
          like  certificate  setting  forth (i) such adjustment or readjustment,
          (ii)  the  Conversion Price at the time in effect and (iii) the number
          of  shares of Common Stock and the amount, if any, of other securities
          or property which at the time would be received upon conversion of the
          Debenture.

     1.7     TRADING  MARKET  LIMITATIONS.  Unless  permitted  by the applicable
             ----------------------------
rules  and  regulations  of  the principal securities market on which the Common
Stock  is  then  listed  or  traded,  in  no event shall the Borrower issue upon
conversion  of  or otherwise pursuant to this Debenture and the other Debentures
issued pursuant to the Purchase Agreement more than the maximum number of shares
of  Common  Stock  that  the  Borrower  can  issue  pursuant  to any rule of the
principal  United  States  securities  market  on which the Common Stock is then
traded  (the  "MAXIMUM  SHARE  AMOUNT"),  which,  as  of the Issue Date shall be
3,683,103  shares  (19.99%  of  the total shares outstanding on the Issue Date),
subject  to  equitable  adjustment  from  time  to  time for stock splits, stock
dividends,  combinations, capital reorganizations and similar events relating to
the Common Stock occurring after the date hereof.  Once the Maximum Share Amount
has
<PAGE>
been  issued  (the  date  of  which  is  hereinafter referred to as the "MAXIMUM
CONVERSION  DATE"),  if  the  Borrower fails to eliminate any prohibitions under
applicable  law  or  the rules or regulations of any stock exchange, interdealer
quotation  system  or  other self-regulatory organization with jurisdiction over
the  Borrower or any of its securities on the Borrower's ability to issue shares
of  Common  Stock  in  excess  of  the  Maximum  Share Amount (a "TRADING MARKET
PREPAYMENT  EVENT"), in lieu of any further right to convert this Debenture, and
in  full  satisfaction  of  the Borrower's obligations under this Debenture, the
Borrower  shall  pay  to  the  Holder,  within fifteen (15) business days of the
Maximum  Conversion Date (the "TRADING MARKET PREPAYMENT DATE"), an amount equal
to 130% times the sum of (a) the then outstanding principal amount of this
Debenture  immediately  following  the  Maximum  Conversion  Date, plus (b)
accrued and  unpaid  interest  on  the  unpaid  principal  amount of this
Debenture  to  the Trading Market Prepayment Date, plus (c) Default Interest, if
any,  on  the  amounts referred to in clause (a) and/or (b) above, plus (d)
any  optional amounts that may be added thereto at the Maximum Conversion
Date  by  the  Holder  in accordance with the terms hereof (the then outstanding
principal  amount of this Debenture immediately following the Maximum Conversion
Date,  plus the amounts referred to in clauses (b), (c) and (d) above shall
collectively be referred to as the "REMAINING CONVERTIBLE AMOUNT"). With respect
to  each  Holder  of  Debentures,  the  Maximum Share Amount shall refer to such
Holder's  pro  rata  share thereof determined in accordance with Section
4.8  below.  In  the event that the sum of (x) the aggregate number of shares of
Common  Stock  issued upon conversion of this Debenture and the other Debentures
issued  pursuant  to  the  Purchase  Agreement  plus (y) the aggregate number of
shares  of  Common  Stock  that  remain  issuable  upon conversion of this
Debenture  and  the  other Debentures issued pursuant to the Purchase Agreement,
represents  at least one hundred percent (100%) of the Maximum Share Amount (the
"TRIGGERING  EVENT"),  the Borrower will use its best efforts to seek and obtain
Stockholder  Approval  (or  obtain  such  other relief as will allow conversions
hereunder  in  excess  of  the  Maximum  Share  Amount)  as  soon as practicable
following  the  Triggering Event and before the Maximum Conversion Date. As used
herein,  "STOCKHOLDER  APPROVAL"  means  approval  by  the  stockholders  of the
Borrower  to authorize the issuance of the full number of shares of Common Stock
which  would be issuable upon full conversion of the then outstanding Debentures
but  for  the  Maximum  Share  Amount.

     1.8     STATUS  AS  STOCKHOLDER.  Upon submission of a Notice of Conversion
             -----------------------
by  a  Holder,  (i)  the  shares covered thereby (other than the shares, if any,
which  cannot  be  issued  because  their  issuance  would  exceed such Holder's
allocated  portion  of  the  Reserved  Amount  or Maximum Share Amount) shall be
deemed  converted  into shares of Common Stock and (ii) the Holder's rights as a
Holder  of  such  converted portion of this Debenture shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and  to  any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Borrower to comply with the terms  of
this  Debenture.  Notwithstanding  the  foregoing,  if a Holder has not received
certificates  for  all shares of Common Stock prior to the tenth (10th) business
day  after  the  expiration  of the Deadline with respect to a conversion of any
portion  of  this  Debenture  for  any reason, then (unless the Holder otherwise
elects  to  retain  its  status  as a holder of Common Stock by so notifying the
Borrower)  the Holder shall regain the rights of a Holder of this Debenture with
respect  to  such unconverted portions of this Debenture and the Borrower shall,
as  soon  as practicable, return such unconverted Debenture to the Holder or, if
the  Debenture has not been surrendered, adjust its records to
<PAGE>
reflect  that  such  portion  of  this  Debenture has not been converted. In all
cases,  the  Holder  shall  retain  all  of  its rights and remedies (including,
without  limitation,  (i)  the  right  to  receive  Conversion  Default Payments
pursuant  to  Section  1.3  to  the  extent required thereby for such Conversion
Default  and  any  subsequent  Conversion Default and (ii) the right to have the
Conversion Price with respect to subsequent conversions determined in accordance
with  Section  1.3)  for  the  Borrower's  failure  to  convert  this Debenture.


                         ARTICLE II.  CERTAIN COVENANTS

     2.1     DISTRIBUTIONS ON CAPITAL STOCK.  So long as the Borrower shall have
             ------------------------------
any obligation under this Debenture, the Borrower shall not without the Holder's
written  consent (a) pay, declare or set apart for such payment, any dividend or
other  distribution (whether in cash, property or other securities) on shares of
capital  stock other than dividends on shares of Common Stock solely in the form
of  additional  shares  of Common Stock or (b) directly or indirectly or through
any  subsidiary make any other payment or distribution in respect of its capital
stock  except  for distributions pursuant to any shareholders' rights plan which
is  approved  by  a  majority  of  the  Borrower's  disinterested  directors.

     2.2     RESTRICTION  ON  STOCK  REPURCHASES.  So long as the Borrower shall
             -----------------------------------
have  any  obligation  under  this Debenture, the Borrower shall not without the
Holder's  written  consent  redeem, repurchase or otherwise acquire (whether for
cash  or  in  exchange for property or other securities or otherwise) in any one
transaction or series of related transactions any shares of capital stock of the
Borrower  or  any  warrants,  rights  or options to purchase or acquire any such
shares.

     2.3     BORROWINGS.  So  long  as  the  Borrower  shall have any obligation
             ----------
under  this  Debenture,  the  Borrower  shall  not, without the Holder's written
consent,  create,  incur,  assume  or suffer to exist any liability for borrowed
money, except (a) borrowings in existence or committed on the date hereof and of
which  the Borrower has informed Holder in writing prior to the date hereof, (b)
indebtedness  to  trade  creditors  or  financial  institutions  incurred in the
ordinary  course  of  business or (c) borrowings, the proceeds of which shall be
used  to  repay  this  Debenture.

     2.4     SALE  OF ASSETS.  So long as the Borrower shall have any obligation
             ---------------
under  this  Debenture,  the  Borrower  shall  not, without the Holder's written
consent,  sell,  lease  or  otherwise  dispose of any significant portion of its
assets  outside the ordinary course of business.  Any consent to the disposition
of  any  assets  may  be  conditioned  on  a  specified  use  of the proceeds of
disposition.

     2.5     ADVANCES  AND  LOANS.  So  long  as  the  Borrower  shall  have any
             --------------------
obligation  under  this  Debenture, the Borrower shall not, without the Holder's
written  consent,  lend money, give credit or make advances to any person, firm,
joint  venture  or  corporation,  including,  without  limitation,  officers,
directors, employees, subsidiaries and affiliates of the Borrower, except loans,
credits  or  advances (a) in existence or committed on the date hereof and which
the  Borrower  has informed Holder in writing prior to the date hereof, (b) made
in  the  ordinary  course  of  business  or  (c)  not  in  excess  of  $50,000.
<PAGE>
     2.6     CONTINGENT  LIABILITIES.  So  long  as  the Borrower shall have any
             -----------------------
obligation  under  this  Debenture, the Borrower shall not, without the Holder's
written  consent,  assume, guarantee, endorse, contingently agree to purchase or
otherwise  become  liable  upon the obligation of any person, firm, partnership,
joint  venture  or  corporation,  except  by  the  endorsement  of  negotiable
instruments  for  deposit  or  collection  and  except  assumptions, guarantees,
endorsements  and contingencies (a) in existence or committed on the date hereof
and  which the Borrower has informed Holder in writing prior to the date hereof,
and  (b)  similar  transactions  in  the  ordinary  course  of  business.


                         ARTICLE III.  EVENTS OF DEFAULT

     If  any  of  the  following events of default (each, an "EVENT OF DEFAULT")
shall  occur:

     3.1     FAILURE  TO  PAY  PRINCIPAL OR INTEREST.  The Borrower fails to pay
             ---------------------------------------
the  principal hereof or interest thereon when due on this Debenture, whether at
maturity,  upon  a Trading Market Prepayment Event pursuant to Section 1.7, upon
acceleration  or  otherwise.

     3.2     CONVERSION  AND  THE SHARES.  The Borrower fails to issue shares of
             ---------------------------
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder  in accordance with the terms of this Debenture (for a period of at least
sixty  (60)  days,  if  such  failure is solely as a result of the circumstances
governed  by Section 1.3 and the Borrower is using its best efforts to authorize
a  sufficient number of shares of Common Stock as soon as practicable), fails to
transfer  or  cause  its  transfer  agent  to  transfer  (electronically  or  in
certificated  form)  any  certificate  for  shares of Common Stock issued to the
Holder  upon  conversion  of or otherwise pursuant to this Debenture as and when
required  by  this  Debenture  or the Registration Rights Agreement, or fails to
remove  any restrictive legend (or to withdraw any stop transfer instructions in
respect thereof) on any certificate for any shares of Common Stock issued to the
Holder  upon  conversion  of or otherwise pursuant to this Debenture as and when
required  by  this  Debenture or the Registration Rights Agreement (or makes any
announcement,  statement  or  threat  that  it  does  not  intend  to  honor the
obligations  described  in  this  paragraph) and any such failure shall continue
uncured  (or  any announcement, statement or threat not to honor its obligations
shall  not  be  rescinded in writing) for ten (10) days after the Borrower shall
have  been  notified  thereof  in  writing  by  the  Holder.

     3.3     FAILURE  TO  TIMELY  FILE REGISTRATION OR EFFECT REGISTRATION.  The
             -------------------------------------------------------------
Borrower  fails  to  file the Registration Statement within forty-five (45) days
following  the  Filing Date (as defined in the Registration Rights Agreement) or
obtain  effectiveness  with  the  Securities  and  Exchange  Commission  of  the
Registration Statement within one hundred twenty (120) days following the Filing
Date  or such Registration Statement lapses in effect (or sales cannot otherwise
be  made  thereunder  effective,  whether by reason of the Borrower's failure to
amend  or  supplement  the  prospectus  included  therein in accordance with the
Registration  Rights
<PAGE>
Agreement or otherwise) for more than twenty (20) consecutive days or forty (40)
days  in  any  twelve  month  period  after  the  Registration Statement becomes
effective;

     3.4     BREACH  OF  COVENANTS.  The Borrower breaches any material covenant
             ---------------------
or  other  material  term  or condition contained in Sections 1.3, 1.6 or 1.7 of
this  Debenture,  or  Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the Purchase
Agreement  and such breach continues for a period of ten (10) days after written
notice  thereof  to  the  Borrower  from  the  Holder;

     3.5     BREACH  OF  REPRESENTATIONS  AND WARRANTIES.  Any representation or
             -------------------------------------------
warranty  of  the  Borrower  made  herein  or  in  any  agreement,  statement or
certificate  given  in  writing  pursuant  hereto  or  in  connection  herewith
(including,  without  limitation,  the  Purchase  Agreement and the Registration
Rights  Agreement),  shall  be  false or misleading in any material respect when
made  and  the  breach  of  which  has (or with the passage of time will have) a
material  adverse  effect  on  the  rights  of  the  Holder with respect to this
Debenture,  the  Purchase  Agreement  or  the  Registration  Rights  Agreement;

     3.6     RECEIVER  OR  TRUSTEE.  The  Borrower  or  any  subsidiary  of  the
             ---------------------
Borrower  shall make an assignment for the benefit of creditors, or apply for or
consent  to the appointment of a receiver or trustee for it or for a substantial
part  of its property or business, or such a receiver or trustee shall otherwise
be  appointed;

     3.7     JUDGMENTS.  Any  money  judgment,  writ or similar process shall be
             ---------
entered  or  filed against the Borrower or any subsidiary of the Borrower or any
of  its  property  or  other  assets  for  more  than  $50,000, and shall remain
unvacated,  unbonded  or  unstayed  for  a  period  of  twenty  (20) days unless
otherwise  consented  to  by  the Holder, which consent will not be unreasonably
withheld;

     3.8     BANKRUPTCY.  Bankruptcy,  insolvency, reorganization 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 Borrower or any
subsidiary  of  the  Borrower;  or

     3.9     DELISTING OF COMMON STOCK.  The Borrower shall fail to maintain the
             -------------------------
listing  of  the  Common Stock on at least one of the OTCBB, the Nasdaq National
Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American
Stock  Exchange;

     3.10     DEFAULT  UNDER OTHER DEBENTURES.  An Event of Default has occurred
              -------------------------------
and  is  continuing  under  any  of  the other Debentures issued pursuant to the
Purchase  Agreement.

then,  upon  the  occurrence and during the continuation of any Event of Default
specified  in  Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option
of  the  Holders  of  a  majority  of  the  aggregate  principal  amount  of the
outstanding  Debentures  issued  pursuant  to the Purchase Agreement exercisable
through  the  delivery  of  written  notice to the Borrower by such Holders (the
"DEFAULT  NOTICE"),  and upon the occurrence of an Event of Default specified in
Section  3.6 or 3.8, the Debentures shall become immediately due and payable and
the  Borrower  shall  pay to the Holder, in full satisfaction of its obligations
hereunder,  an  amount equal to the greater of (i) 130% times the sum of (w) the
then  outstanding principal amount of this Debenture plus (x)
<PAGE>
accrued  and unpaid interest on the unpaid principal amount of this Debenture to
the date of payment (the "MANDATORY PREPAYMENT DATE") plus (y) Default Interest,
if  any,  on  the  amounts  referred  to  in clauses (w) and/or (x) plus (z) any
amounts  owed  to  the  Holder  pursuant  to  Sections  1.3 and 1.4(g) hereof or
pursuant  to  Section  2(c)  of  the  Registration  Rights  Agreement  (the then
outstanding  principal  amount of this Debenture to the date of payment plus the
amounts  referred  to in clauses (x), (y) and (z) shall collectively be known as
the  "DEFAULT SUM") or (ii) the "parity value" of the Default Sum to be prepaid,
where  parity  value  means  (a)  the  highest  number of shares of Common Stock
issuable  upon  conversion  of  or  otherwise  pursuant  to  such Default Sum in
accordance  with  Article  I, treating the Trading Day immediately preceding the
Mandatory  Prepayment  Date as the "Conversion Date" for purposes of determining
the  lowest  applicable  Conversion  Price, unless the Default Event arises as a
result  of  a breach in respect of a specific Conversion Date in which case such
Conversion  Date  shall  be  the Conversion Date), multiplied by (b) the highest
Closing  Price  for  the Common Stock during the period beginning on the date of
first  occurrence  of  the  Event  of  Default  and  ending one day prior to the
Mandatory  Prepayment  Date (the "DEFAULT AMOUNT") and all other amounts payable
hereunder  shall  immediately  become  due  and  payable,  all  without  demand,
presentment  or  notice, all of which hereby are expressly waived, together with
all  costs,  including,  without  limitation,  legal  fees  and  expenses,  of
collection,  and  the  Holder shall be entitled to exercise all other rights and
remedies available at law or in equity. If the Borrower fails to pay the Default
Amount  within  five (5) business days of written notice that such amount is due
and  payable,  then  the Holder shall have the right at any time, so long as the
Borrower  remains  in  default  (and  so  long  and to the extent that there are
sufficient  authorized shares), to require the Borrower, upon written notice, to
immediately issue, in lieu of the Default Amount, the number of shares of Common
Stock  of  the  Borrower  equal  to the Default Amount divided by the Conversion
Price  then  in  effect.


                           ARTICLE IV.  MISCELLANEOUS

     4.1     FAILURE  OR INDULGENCE NOT WAIVER.  No failure or delay on the part
             ---------------------------------
of  the  Holder in the exercise of any power, right or privilege hereunder shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  power, right or privilege preclude other or further exercise thereof or of
any  other  right,  power  or  privileges.  All  rights  and  remedies  existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     NOTICES.  Any notice herein required or permitted to be given shall
             -------
be  in  writing  and may be personally served or delivered by courier or sent by
United  States  mail  and  shall  be  deemed  to have been given upon receipt if
personally served (which shall include telephone line facsimile transmission) or
sent  by  courier  or  three (3) days after being deposited in the United States
mail,  certified, with postage pre-paid and properly addressed, if sent by mail.
For  the  purposes  hereof,  the  address of the Holder shall be as shown on the
records  of  the  Borrower;  and  the address of the Borrower shall be 4 Mulford
Place,  Suite  2G,  Hempstead, NY 11550, facsimile number:  509-472-4654).  Both
the  Holder  and  the  Borrower may change the address for service by service of
written  notice  to  the  other  as  herein  provided.
<PAGE>
     4.3     AMENDMENTS.  This  Debenture  and  any provision hereof may only be
             ----------
amended  by an instrument in writing signed by the Borrower and the Holder.  The
term  "Debenture" and all reference thereto, as used throughout this instrument,
shall  mean  this  instrument  (and  the other Debentures issued pursuant to the
Purchase Agreement) as originally executed, or if later amended or supplemented,
then  as  so  amended  or  supplemented.

     4.4     ASSIGNABILITY.  This  Debenture  shall be binding upon the Borrower
             -------------
and  its successors and assigns, and shall inure to be the benefit of the Holder
and  its  successors  and assigns.  Each transferee of this Debenture must be an
"accredited  investor"  (as  defined  in  Rule  501(a)  of  the  1933  Act).
Notwithstanding  anything  in this Debenture to the contrary, this Debenture may
be  pledged as collateral in connection with a bona fide margin account or other
lending  arrangement.

     4.5     COST  OF  COLLECTION.  If  default  is  made in the payment of this
             --------------------
Debenture,  the  Borrower  shall  pay  the  Holder  hereof  costs of collection,
including  reasonable  attorneys'  fees.

     4.6     GOVERNING  LAW.  THIS  DEBENTURE SHALL BE ENFORCED, GOVERNED BY AND
             --------------
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE  AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO  THE  PRINCIPLES  OF  CONFLICT  OF  LAWS.  THE BORROWER HEREBY SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO  ANY  DISPUTE  ARISING  UNDER  THIS  DEBENTURE, THE
AGREEMENTS  ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  DEBENTURE  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     4.7     CERTAIN  AMOUNTS.  Whenever pursuant to this Debenture the Borrower
             ----------------
is  required  to pay an amount in excess of the outstanding principal amount (or
the  portion  thereof  required to be paid at that time) plus accrued and unpaid
interest  plus  Default  Interest  on such interest, the Borrower 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
Borrower  represents  stipulated  damages  and  not a penalty and is intended to
<PAGE>
compensate  the  Holder  in  part  for  loss  of the opportunity to convert this
Debenture  and to earn a return from the sale of shares of Common Stock acquired
upon  conversion  of  this  Debenture at a price in excess of the price paid for
such  shares  pursuant  to  this  Debenture.  The Borrower and the Holder hereby
agree  that such amount of stipulated damages is not plainly 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.

     4.8     ALLOCATIONS  OF  MAXIMUM  SHARE  AMOUNT  AND  RESERVED AMOUNT.  The
             -------------------------------------------------------------
Maximum  Share  Amount and Reserved Amount shall be allocated pro rata among the
Holders of Debentures based on the principal amount of such Debentures issued to
each  Holder.  Each  increase  to  the  Maximum Share Amount and Reserved Amount
shall  be  allocated  pro  rata  among  the  Holders  of Debentures based on the
principal  amount  of  such  Debentures  held  by each Holder at the time of the
increase  in the Maximum Share Amount or Reserved Amount.  In the event a Holder
shall  sell  or  otherwise  transfer  any  of  such  Holder's  Debentures,  each
transferee  shall  be  allocated a pro rata portion of such transferor's Maximum
Share  Amount  and  Reserved Amount.  Any portion of the Maximum Share Amount or
Reserved  Amount  which remains allocated to any person or entity which does not
hold  any  Debentures shall be allocated to the remaining Holders of Debentures,
pro  rata  based  on  the  principal amount of such Debentures then held by such
Holders.

     4.9     DAMAGES SHARES.  The shares of Common Stock that may be issuable to
             --------------
the  Holder  pursuant  to Sections 1.3 and 1.4(g) hereof and pursuant to Section
2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall be treated as
Common  Stock issuable upon conversion of this Debenture for all purposes hereof
and shall be subject to all of the limitations and afforded all of the rights of
the  other  shares  of  Common  Stock  issuable  hereunder,  including  without
limitation,  the  right  to  be  included  in  the  Registration Statement filed
pursuant  to  the  Registration  Rights  Agreement.  For purposes of calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided  herein,  amounts  convertible  into Damages Shares ("DAMAGES AMOUNTS")
shall  not  bear  interest  but must be converted prior to the conversion of any
outstanding  principal  amount  hereof, until the outstanding Damages Amounts is
zero.

     4.10     DENOMINATIONS.  At  the  request  of the Holder, upon surrender of
              -------------
this  Debenture,  the  Borrower  shall  promptly  issue  new  Debentures  in the
aggregate  outstanding  principal  amount  hereof,  in  the form hereof, in such
denominations  of  at  least  $50,000  as  the  Holder  shall  request.

     4.11     PURCHASE  AGREEMENT.  By  its  acceptance  of this Debenture, each
              -------------------
Holder  agrees  to  be  bound by the applicable terms of the Purchase Agreement.

     4.12     NOTICE  OF  CORPORATE EVENTS.  Except as otherwise provided below,
              ----------------------------
the  Holder  of  this Debenture shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Debenture into Common Stock.
The  Borrower shall provide the Holder with prior notification of any meeting of
the Borrower's stockholders (and copies of proxy materials and other information
sent  to  stockholders).  In the event of any taking by the Borrower of a record
of its stockholders for the purpose of determining stockholders who are
<PAGE>
entitled  to receive payment of any dividend or other distribution, any right to
subscribe  for,  purchase  or  otherwise  acquire  (including  by way of merger,
consolidation,  reclassification  or recapitalization) any share of any class or
any  other  securities  or  property,  or to receive any other right, or for the
purpose  of determining stockholders who are entitled to vote in connection with
any proposed sale, lease or conveyance of all or substantially all of the assets
of  the  Borrower  or any proposed liquidation, dissolution or winding up of the
Borrower,  the  Borrower shall mail a notice to the Holder, at least twenty (20)
days  prior  to  the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution,  right  or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known  at  such time. The Borrower shall make a public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to  the  Holder  in accordance with the terms of this Section
4.12.

4.13     REMEDIES.  The  Borrower  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
Borrower  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 Borrower of the provisions of this Debenture, that the
Holder  shall be entitled, in addition 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.


                         ARTICLE V.  OPTIONAL PREPAYMENT

     5.1.     OPTIONAL  PREPAYMENT.  Notwithstanding  anything  to  the contrary
              --------------------
contained  in  this  Article V, for not more than thirty (30) days from the date
hereof,  so  long  as (i) no Event of Default or Trading Market Prepayment Event
shall  have  occurred  and be continuing, and (ii) the Borrower has a sufficient
number  of  authorized  shares  of  Common Stock reserved for issuance upon full
conversion  of  the  Debentures,  then  at  any  time  after the Issue Date, the
Borrower  shall  have  the  right, exercisable on not less than ten (10) Trading
Days prior written notice to the Holders of the Debentures (which notice may not
be  sent  to  the  Holders  of the Debentures until the Borrower is permitted to
prepay  the  Debentures  pursuant  to  this  Section  5.1), to prepay all of the
outstanding  Debentures  in  accordance  with  this  Section 5.1.  Any notice of
prepayment  hereunder  (an  "OPTIONAL  PREPAYMENT")  shall  be  delivered to the
Holders  of  the Debentures at their registered addresses appearing on the books
and  records of the Borrower and shall state (1) that the Borrower is exercising
its  right  to prepay all of the Debentures issued on the Issue Date and (2) the
date  of  prepayment  (the "OPTIONAL PREPAYMENT NOTICE").  On the date fixed for
prepayment  (the "OPTIONAL PREPAYMENT DATE"), the Borrower shall make payment of
the  Optional  Prepayment  Amount (as defined below) to or upon the order of the
Holders  as specified by the Holders in writing to the Borrower at least one (1)
business  day  prior to the Optional Prepayment Date.  If the Borrower exercises
its  right  to  prepay  the  Debentures,
<PAGE>
the  Borrower  shall  make  payment  to  the  holders  of an amount in cash (the
"OPTIONAL  PREPAYMENT  AMOUNT")  equal  to 130% multiplied by the sum of (w) the
then  outstanding principal amount of this Debenture plus (x) accrued and unpaid
interest  on  the unpaid principal amount of this Debenture to the Optional
Prepayment  Date plus (y) Default Interest, if  any, on the amounts referred
to  in clauses (w) and (x) plus (z) any amounts owed  to the Holder pursuant
to  Sections  1.3  and  1.4(g)  hereof  or  pursuant  to  Section  2(c)  of  the
Registration  Rights  Agreement  (the  then outstanding principal amount of this
Debenture  to  the  date of payment plus the amounts referred to in clauses
(x),  (y) and (z) shall collectively be known as the "OPTIONAL PREPAYMENT SUM").
Notwithstanding notice of an Optional Prepayment, the Holders shall at all times
prior  to  the Optional Prepayment Date maintain the right to convert all or any
portion  of  the  Debentures  in  accordance  with  Article I and any portion of
Debentures so converted after receipt of an Optional Prepayment Notice and prior
to  the  Optional  Prepayment  Date  set forth in such notice and payment of the
aggregate Optional Prepayment Amount shall be deducted from the principal amount
of Debentures which are otherwise subject to prepayment pursuant to such notice.
If  the  Borrower  delivers  an  Optional Prepayment Notice and fails to pay the
Optional  Prepayment  Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall forever
forfeit  its  right  to  redeem  the  Debentures  pursuant  to this Section 5.1.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its name
by  its  duly  authorized  officer  this  15th  day  of  May,  2002.


                                         TORBAY  HOLDINGS,  INC.



                                         By:     ______________________________
                                               William  Thomas  Large
                                               President  and  Chief
                                               Executive  Officer


<PAGE>


                                                              EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                       in order to Convert the Debentures)

          The  undersigned  hereby  irrevocably  elects  to  convert
$________principal amount of the Debenture (defined below) into shares of common
stock,  par value $.0001 per share ("COMMON STOCK"), of Torbay Holdings, Inc., a
Delaware  corporation  (the  "BORROWER")  according  to  the  conditions  of the
convertible  debentures  of  the  Borrower  dated  as  of  May  15,  2002  (the
"Debentures"),  as of the date written below.  If securities are to be issued in
the  name  of  a person other than the undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto and is delivering herewith such
certificates.  No  fee  will be charged to the Holder for any conversion, except
for  transfer  taxes,  if  any.  A copy of each Debenture is attached hereto (or
evidence  of  loss,  theft  or  destruction  thereof).

          The  Borrower  shall electronically transmit the Common Stock issuable
pursuant  to  this Notice of Conversion to the account of the undersigned or its
nominee  with DTC through its Deposit Withdrawal Agent Commission system ( "DWAC
TRANSFER").

     Name  of  DTC  Prime  Broker: ____________________________________________
     Account  Number:__________________________________________________________

          In  lieu of receiving shares of Common Stock issuable pursuant to this
Notice  of Conversion by way of a DWAC Transfer, the undersigned hereby requests
that  the  Borrower issue a certificate or certificates for the number of shares
of  Common  Stock  set  forth  below  (which  numbers  are based on the Holder's
calculation  attached  hereto) in the name(s) specified immediately below or, if
additional  space  is  necessary,  on  an  attachment  hereto:

     Name:______________________________________________________________________
     Address:___________________________________________________________________

          The  undersigned  represents and warrants that all offers and sales by
the undersigned of the securities issuable to the undersigned upon conversion of
the  Debentures  shall  be made pursuant to registration of the securities under
the  Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption
from  registration  under  the  Act.

          Date  of  Conversion:_____________________________
          Applicable  Conversion  Price:____________________
          Number  of  Shares  of  Common  Stock  to  be  Issued  Pursuant  to
          Conversion  of  the  Debentures:__________________
          Signature:________________________________________
          Name:_____________________________________________
          Address:__________________________________________

The  Borrower  shall  issue  and  deliver shares of Common Stock to an overnight
courier  not  later  than  three business days following receipt of the original
Debenture(s) to be converted, and shall make payments pursuant to the Debentures
for  the  number  of  business  days  such  issuance  and  delivery  is  late.