EXHIBIT 4.4

                               (GRAPHIC OMITTED)

No.                                                             $
    ---------------                                              --------------


                         RAVEN MOON INTERNATIONAL, INC.
                 Two-Year 15% Convertible Subordinated Debenture
                                    Series B
                      Date of Issue_________________ , 2000
                          To_______________________________

     Raven Moon International, Inc., a corporation duly organized and existing
under the laws of the State of Florida, hereinafter referred to as the Company,
for value received, hereby promises to pay to the registered holder hereof, the
principal sum shown above on the second anniversary date from the date of issue,
upon presentation and surrender of this Debenture at the office or agency of the
Company in Orlando, Florida, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest thereon at such office or agency
from the date hereof at the rate of 15% per annum, monthly in arrears, in like
coin or currency, on the first anniversary date from the date of issue, until
payment of such principal sum has been made or provided for.

     1. Series. This Debenture is one of a duly authorized issue of debentures
of the Company designated at its Two-Year 15% Convertible Subordinated
Debentures Due ____________ 2002, hereinafter referred to as the Debentures,
limited to the aggregate principal amount of $1,000,000.

     2. Conversion. The holder of this Debenture has the right, and option, at
any time prior to maturity (except that, in case this Debenture shall be called
for redemption, such right shall terminate at the close of business on the
second business day prior to the date fixed for redemption as provided in the
Indenture), to convert the principal amount hereof into Common Shares of the
Company, as such shares shall be constituted as the date of conversion, at the
original conversion price, which shall be eighty percent (80%) of the average
sale price of the Company's common stock, as determined by the Company, during
the first five days of active market trading after issuance of this Debenture,
upon surrender of this Debenture, at the office or agency of the Company in
Orange County, Florida, accompanied by written notice of conversion and, if this
Debenture be registered as to principal, accompanied by a written instrument of
transfer in form satisfactory to the Company duly executed by the registered
holder or his duly authorized attorney. No adjustments in respect of interest or
dividends will be made upon any conversion. No fractional shares or scrip
representing fractional shares will be issued upon any conversion, but an
adjustment in cash will be made, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Debenture or Debentures
for conversion.

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     3. Subordination. The indebtedness evidenced by the Debentures is
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred, and each holder of this Debenture, by his
acceptance hereof or thereof, agrees to and shall be bound by this subordination
provision.

     4. Default. In case an Event of Default shall have occurred and be
continuing, and not remedied within ninety (90) days thereafter, the principal
and all accrued interest shall become, due and payable, upon ninety (90) days
after the date of such default.

     5. Supplemental indebtedness. The Company, with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of the Debentures at the
time outstanding, may subordinate this series of debentures to other corporate
debt, provided that no such subordination shall (1) extend the fixed maturity of
any Debentures, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, or alter the rights of the holder hereof so as to
affect adversely the terms of conversion of the Debentures into Common Shares,
without the consent of the holder of each Debenture so affected, or (2) reduce
the aforementioned percentage of Debentures, the consent of the holders of which
is required for the execution of any such supplemental Indenture, without the
consent of the holders of all Debentures then outstanding, or (3) change or
eliminate so as to affect adversely the rights of holders of any Senior
Indebtedness. Any consent or waiver by the holder of this Debenture as to any
Senior Indebtedness shall be conclusive and binding upon such holder and upon
all future holders and owners of this Debenture and of any Debenture issued in
exchange or substitution herefor, irrespective of whether or not any notation of
such consent or waiver is made upon this Debenture.

     6. Principal obligation. No provision of this Debenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Debenture at the
place, at the respective times, at the rate, and in the currency herein
prescribed.

     7. Single Debenture. The Debentures are issuable as a single debenture
registerable as to principal only, and shall be exchangeable, prior to maturity,
when delivered to the Company, for a like aggregate principal amount of
Debentures of other authorized denominations.

     8. Redemptions. The Debentures may be redeemed prior to maturity, at the
option of the Company, as a whole at any time or in part from time to time, at
the office or agency of the Company in Orange County, Florida, upon the notice
referred to below at the following redemption prices (expressed in percentages
of principal amount) together with accrued interest to the date fixed for
redemption:

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           If Redeemed
             During the                                       Percentage of
             12-month                                         Principal
         Period Beginning                                     Amount
         ----------------                                     ---------------
         2001                                                 105
         2002                                                 103

     Notice of redemption to the holders of Debentures to be redeemed shall be
given by publication of a notice of such redemption once a week for two
successive calendar weeks (in each case on any business day of the week) in a
newspaper printed in the English language, of general circulation in Orange
County, Florida, and customarily published at least once a day on each business
day of the year, whether or not such newspaper is published on Saturdays,
Sundays, or legal holidays, the first such publication to be not later than 30th
day, and not earlier than the 60th day, before the date fixed for redemption. A
copy of such notice shall be mailed by the Company not later than the 30th day,
and not earlier than the 60th day, before the date fixed for redemption to the
registered holders of Debentures at their last addresses as they shall appear on
the registration books, but failure to give such additional notice by mail, or
any defect therein or in the mailing thereof, shall not affect the validity of
the proceedings for the redemption of any of the Debentures.

     9. Transferability. This Debenture shall pass by assignment in the manner
hereinafter provided. This Debenture shall be registered as to principal in the
holder's name on the books of the Company at the office or agency to be
maintained by the Company in Orange County, Florida, such registration being
noted hereon, after which no transfer hereof shall be valid unless made at such
office or agency by the registered holder hereof or by his attorney duly
authorized in writing and similarly noted hereon without the written consent of
the Company. This Debenture shall continue to be subject to successive
registrations and transfers, at the option of the holder and upon notice to the
Company thereof by the Company. This Debenture and the shares into which it may
be converted have not been registered and may be transferred only under an
exemption from registration under the Securities Act of 1933 and applicable
state law.

     10. Holder deemed owner. The Company and paying agent, any conversion
agent, and any Debenture registrar may deem and treat the assignee hereof, or if
registered as to principal, the registered holder hereof, as the absolute owner
of this Debenture, as the case may be, for the purpose of receiving payment
hereof or thereof or on account hereof or thereof and for all other purposes,
and neither the Company nor any paying agent nor any conversion agent nor any
Debenture registrar shall be affected by any notice to the contrary.

     11. Corporate obligation. No recourse under or upon any obligation,
covenant, or agreement contained in this Debenture, or for any claim based
thereon or otherwise in respect thereof, shall be had against any promoter,
subscriber to shares, incorporator, shareholder, officer, or director, as such,
past, present, or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation or through any
trustee, receiver, or any other person, whether by virtue of any constitution,

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statute, or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Debenture is solely a
corporate obligations of the Company, and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such promoter, subscriber,
incorporator, shareholder, officer, or director, as such, are hereby expressly
waived and released by every holder hereof by the acceptance of this Debenture
and as a part of the consideration for the issue hereof.

     12. Authentication. This Debenture shall not become valid or obligatory for
any purpose until the certificate of authentication hereon shall have been
signed by the Company or its designated representative.

     In witness whereof Raven Moon International, Inc. has caused this Debenture
to the signed in its name by the signature or facsimile signature of its
President and has caused a facsimile of its corporate seal to be hereto affixed
and attested by the signature or facsimile signature of its Secretary, and
coupons bearing the facsimile signature of its Treasurer to be annexed hereto.

Dated:
      ----------------------------

                                            Raven Moon International, Inc.

(Facsimile Seal)
                                            By:
                                               --------------------------------
                                               President


                                            Attest:
                                                   ----------------------------
                                                   Secretary


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