EXHIBIT 10.8



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

                                    DEBENTURE

                                 FOREFRONT INC.

                            5% Convertible Debenture

                              Due January ___, 2006

           No.  ___                                                  $

     This  Debenture  is  issued by FOREFRONT, INC., a ________ corporation (the
"Company"),  to  ____________________________  (together  with   its   permitted
successors  and  assigns, the "Holder") pursuant to exemptions from registration
under  the  Securities  Act  of  1933,  as  amended.


Principal  and  Interest.  For  value  received, on January ___, 2001, Forefront
hereby  promises to pay to the order of the Holder in lawful money of the United
States  of  America  and  in  immediately  available  funds the principal sum of
_________DOLLARS  (US  $____), together with interest on the unpaid principal of
this  Debenture at the rate of five percent (5%) per year (computed on the basis
of  a  365-day year and the actual days elapsed) from the date of this Debenture
until paid. At the Company's option, the entire principal amount and all accrued
interest shall be either (a) paid to the Holder on the five (5) year anniversary
from  the  date  hereof or (b) converted in accordance with Section 4.02 herein.


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Optional  Conversion.  The  Holder is entitled, at its option, to convert at any
time  and  from time to time after ninety (90) days from the Closing Date, until
payment  in  full  of this Debenture, all or any part of the principal amount of
the  Debenture,  plus accrued interest, into shares (the "Conversion Shares") of
the  Company's common stock, $0.001 par value ("Common Stock"), at the price per
share  (the  "Conversion  Price")  equal  to either (a) an amount equal to Fixed
Price  of  120% of the closing bid price on the Closing Date of the Common Stock
as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P.
(the  "Closing  Bid  Price")  as  of  the date hereof, or (b) an amount equal to
eighty  percent  (80%)  of  the  five (5) lowest Closing Bid Price of the Common
Stock for the twenty (20) trading days immediately preceding the Conversion Date
(as  defined herein).  Subparagraphs (a) and (b) above are individually referred
to  as  a "Conversion Price".  As used herein, "Principal Market" shall mean the
Nasdaq  Bulletin  Board  System,  Nasdaq  SmallCap  Market,  or  American  Stock
Exchange.  If  the Common Stock is not traded on a Principal Market, the Closing
Bid  Price  shall  mean, the reported Closing Bid Price for the Common Stock, as
furnished  by  the  National  Association  of  Securities Dealers, Inc., for the
applicable  periods.  No  fraction  of shares or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  to  the  nearest  whole  share.  To  convert this Debenture, the Holder
hereof  shall  deliver  written  notice  thereof,  substantially  in the form of
Exhibit  "A"  to  this  Debenture,  with appropriate insertions (the "Conversion
Notice"),  to  the  Company  at  its address as set forth herein.  The date upon
which  the conversion shall be effective (the "Conversion Date") shall be deemed
to  be  the  date set forth in the Conversion Notice, provided that Forefront or
the  transfer agent delivers the Conversion Shares within ten (10) business days
after  receipt  of  a  Conversion  Notice.  If  such  Conversion  Shares are not
delivered within such ten (10) business day period, the Conversion Date shall be
the  date  such shares are actually delivered to the Holder. The "Closing Date,"
as  used  in  this  document,  is  the  date  of Forefront filing a registration
statement  with the SEC to including the Conversion Shares in such registration.

     Section  1.03     RIGHT OF REDEMPTION.     Forefront shall the right to
                  --------------------
redeem  the  entire  amount  of  the  outstanding Convertible Debentures at 120%
premium  to  the  market  at  any  time  after  the  Closing  Date.


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     Section  1.04  Reservation  of  Common  Stock.  Forefront shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for  the  purpose  of effecting the conversion of this Debenture, such number of
shares  of  Common Stock as shall from time to time be sufficient to effect such
conversion,  based  upon the Conversion Price. If at any time Forefront does not
have a sufficient number of Conversion Shares authorized and available, then the
Company  shall call and hold a special meeting of its stockholders within thirty
(30)  days  of  that  time  for  the  sole  purpose  of increasing the number of
authorized  shares  of  Common  Stock.

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

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

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

     Section  1.08  Subordinated  Nature  of  Debenture.  This Debenture and all
payments  hereon,  including  principal  or  interest,  shall be subordinate and
junior  in right of payment to all accounts payable of Forefront incurred in the
ordinary  course  of  business  and/or  bank  debt  of  Forefront  not to exceed
$250,000.

Amendments and Waiver of Default.  The Debenture may be amended with the consent
of  the Holder.  Without the consent of the Holder, the Debenture may be amended
to cure any ambiguity, defect or inconsistency, to provide for assumption of the
Company  obligations to the Holder or to make any change that does not adversely
affect  the  rights  of  the  Holder.

Events of Default. An Event of Default is defined as follows: (a) failure by the
Company  to  pay amounts due hereunder within ten (10) business days of the date
of  maturity  of this Debenture; (b) failure by Forefront to advise its transfer
agent  to  issue Common Stock to the Holder within ten (10) business days of the
Company's  receipt of the attached Notice of Conversion from Holder; (c) failure
by Forefront for the (10) business days after notice to it to comply with any of
its  other  agreements in the Debenture; (d) events of bankruptcy or insolvency;
(e)  a  breach  by  the Company of its obligations under the Registration Rights
Agreement  which  is  not  cured  by Forefront within fifteen (15) business days
after  receipt  of  written  notice  thereof.  The  Holder  may  not enforce the
Debenture  except  as  provided  herein.

Failure  to Issue Unrestricted Common Stock. As indicated in Article III Section
3.01,  a  breach  by  Forefront of its obligations under the Registration Rights
Agreement  shall  be  deemed  an Event of Default, which if not cured within ten
(10) days, shall entitle the Holder accelerated full repayment of all debentures
outstanding.  The  Company  acknowledges  that  failure  to  honor  a  Notice of
Conversion  shall  cause  hardship  to  the  Holder.

Rights  and  Terms  of  Conversion.  This Debenture, in whole or in part, may be
converted at any time after ninety (90) days following the date of closing, into
shares  of Common Stock at a price equal to the Conversion Price as described in
Section  1.02  above.

Re-issuance  of  Debenture.  When  the  Holder  elects  to convert a part of the
Debenture,  then  the  Company shall reissue a new Debenture in the same form as
this  Debenture  to  reflect  the  new  principal  amount.

Limitation  on  Right and Power to Exercise.  Any provision in this Debenture or
any  other  document to the contrary not withstanding, the Holder shall not have
the  right or power to convert this Debenture into Common Stock, either in whole
or  in  part,  and  any  attempt  to do so shall be void, if, after having given
effect  to  such  conversion,  the  Holder shall be or shall be deemed to be the
beneficial  owner  of  ten  percent (10%) or more of the then outstanding Common
Stock  within  the  meaning or for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or as the term
"beneficial  owner"  is  defined  in  Rule  13d-3  of  the  Act.


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Termination  of  Conversion Rights.  The Holder's right to convert the Debenture
into  the  Common Stock in accordance with paragraph 4.01 shall terminate on the
date  that  is  the  five  (5)  year  anniversary  from the date hereof and this
Debenture  shall  be automatically converted on that date in accordance with the
formula  set  forth in Section 4.01 hereof, and the appropriate shares of Common
Stock  and  amount  of  interest  shall  be  issued  to  the  Holder.

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

Consent  of  Holder  to Sell Common Stock. So long as any of the principal of or
interest  on  this  Note  remains  unpaid  and unconverted, Forefront shall not,
without  the  prior  consent  of  the Holder, issue or sell (i) any Common Stock
without consideration or for a consideration per share less than its fair market
value  determined  immediately  prior to its issuance, or (ii) issue or sell any
warrant, option, right, contract, call, or other security or instrument granting
the  holder  thereof  the right to acquire Common Stock without consideration or
for  a  consideration  per share less than such Common Stock's fair market value
determined  immediately  prior  to  its  issuance.

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

          If to Forefront:                       Forefront Inc.,.
                                                   1413 S. Howard
                                                   Suite 104
                                                   Tampa, Florida 33606

                                                   Attention:  Santu Rohatgi

          With a copy to:

          If to Holder:
                                                   _____________________________
                                                   _____________________________
                                                   _____________________________
                                                   _____________________________


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

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

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

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

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


                                                 FOREFRONT  INC.

                                                 By:____________________________
                                                 Name:
                                                 Title:


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

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

           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)

TO:

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

CONVERSION  DATE:                 __________________________________________

APPLICABLE  CONVERSION  PRICE:    __________________________________________

SIGNATURE:                        __________________________________________

NAME:                             __________________________________________

ADDRESS:                          __________________________________________


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