Exhibit 10.9



THIS AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE, 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 D PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE
ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY 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.



                              AMENDED AND RESTATED


                          SECURED CONVERTIBLE DEBENTURE


                              WHITEMARK HOMES INC.


                        5% Secured Convertible Debenture


                               Due August 16, 2004


No.  002                                                         $550,000.00

     This Amended and Restated Secured Convertible Debenture (the "Debenture")
is issued by WHITEMARK HOMES INC., a Colorado corporation (the "Company"), to
CORNELL CAPITAL PARTNERS, L.P., a Delaware limited partnership (together with
its permitted successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.


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                                   ARTICLE I.

     Section 1.01 Restatement. The Company entered into that certain Debenture
dated August 16, 2002 in favor of the Holder (the "Initial Debenture"). The
Company has failed to comply with Section 1.05 of the Initial Debenture which
required the Company to register the resale of the Conversion Shares under the
Securities Act of 1933, as amended, pursuant to the terms of the Registration
Rights Agreement between the Company and the Holder of even date therewith (the
"Investor Registration Rights Agreement"). As a material inducement for the
Holder not to exercise, at this time, its remedies under the Initial Debenture
as a result of the Company's default thereunder, the Company and the Holder
hereby enter into this Debenture, whereby the Company hereby agrees to grant to
the Holder, as more fully set forth in Section 1.10 hereof, a first mortgage in
and to that certain real property more fully described on Exhibit A hereto (the
"Real Property"), as security for its obligations hereunder, and further hereby
agrees to pay to the Holder Liquidated Damages in the amount of Twenty Two
Thousand (U.S.) Dollars and 00/100 ($22,000.00), pursuant to Section 2(c) of the
Investor Registration Rights Agreement.

     Section 1.02 Principal and Interest. For value received, on August 16,
2002, the Company 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 Five Hundred Fifty Thousand (U.S.) Dollars and 00/100 (US
$550,000.00), 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 second (2nd ) year anniversary from the
date hereof or (b) converted in accordance with Section 1.02 herein.

     Section 1.03 Optional Conversion. In accordance with the next paragraph,
the Holder is entitled, at its option, to convert, and sell on the same day, at
any time and from time to time, 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, par value $0.001
per share ("Common Stock"), at the price per share (the "Conversion Price")
equal to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price 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 average of
the three (3) lowest Closing Bid Prices of the Common Stock for the five (5)
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 B 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.

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<PAGE>

     Prior to converting the Debenture, the Holder shall provide the Company
with at least seven (7) days advance written notice that the Holder intends to
convert all or a portion of the Debenture, together with the amount intended to
be converted. Thereafter, the Company shall have two (2) days to redeem the
amount intended to be converted by the Holder at a redemption price of one
hundred twenty percent (120%) of the amount rendered plus accrued interest. This
right of redemption shall be in addition to the right of redemption set forth in
Section 1.03. In order to exercise its right to redeem under this paragraph, the
Company shall provide the Holder with written notice of its intent to so redeem
within two (2) days following receipt of the Holder's written notice. The
Company shall consummate the redemption within five (5) days by tendering the
redemption price via wire transfer.

     Section 1.04 Right of Redemption. The Company at its option shall have the
right to redeem, with thirty (30) days advance written notice (the "Redemption
Notice"), a portion or all outstanding convertible debenture. The redemption
price shall be one hundred ten percent (110%) of the amount redeemed plus
accrued interest. Once the Company has issued to the Holder a Redemption Notice
the Holder may continue to execute conversions only as long as to the Closing
Bid Price of the Company's Common Stock the day prior to conversion is above the
Fixed Price.

     In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture, the Holder shall receive a warrant to purchase ten
thousand (10,000) shares of the Company's Common Stock for every One Hundred
Thousand Dollars ($100,000) redeemed, pro rata (the "Warrant"). The Warrant
shall be exercisable on a "cash basis" and have an exercise price equal to the
Closing Bid Price as of the date hereof. The Warrant shall have "piggy-back"
registration rights and shall survive for two (2) years from the Closing Date.

     Section 1.05 Reservation of Common Stock. The Company 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 the Company 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 sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.

     Section 1.06 Registration Rights. The Company 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 the Company
and the Holder of even date herewith (the "Amended and Restated Investor
Registration Rights Agreement").

     Section 1.07 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, the Company, 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.


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<PAGE>

     Section 1.08 Paying Agent and Registrar. Initially, the Company 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 1.09 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 the Company incurred in
the ordinary course of business and/or bank debt of the Company not to exceed
$500,000.

     Section 1.10 Security Interest. To secure all of its obligations under this
Debenture, the Company has entered into that certain first mortgage, a true and
correct copy of which is attached hereto as Exhibit C wherein the Company grants
to the Holder a first mortgage in and to the Real Property.

                                  ARTICLE II.

     Section 2.01 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.

                                  ARTICLE III.

     Section 3.01 Events of Default. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue Common Stock to the Holder within five (5) days of the Company's receipt
of the attached Notice of Conversion from Holder; (d) failure by the Company for
fifteen (15) days after notice to it to comply with any of its other agreements
in the Debenture; (e) events of bankruptcy or insolvency; (f) a breach by the
Company of its obligations under the Securities Purchase Agreement or the
Amended and Restated Investor Registration Rights Agreement which is not cured
by the Company within ten (10) days after receipt of written notice thereof.

     Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in
Article III Section 3.01, a breach by the Company of its obligations under the
Amended and Restated Investor 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
irreparable harm to the Holder.


                                       4
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                                  ARTICLE IV.

     Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in
part, may be converted at any time 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.

     Section 4.02 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.

     Section 4.03 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 second (2nd) 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.

                                   ARTICLE V.

     Section 5.01 Anti-dilution. In the event that the Company shall at any time
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 the Company 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.

     Section 5.02 Consent of Holder to Sell Common Stock. Except for the Equity
Line of Credit Agreement dated the date hereof between the Company and Cornell
Capital Partners, LP. so long as any of the principal of or interest on this
Note remains unpaid and unconverted, the Company 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, (ii) issue or sell any new 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, or (iii) file any registration
statement on Form S-8.

                                  ARTICLE VI.

Section 6.01 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:


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If to the Company, to:      Whitemark Homes Inc.
                            650 South Central Avenue - Suite 1000
                            Oviedo, Florida
                            Attention: Mitchell Gordon, Chief Financial Officer
                            Telephone: (407) 366-9668
                            Facsimile: (407) 366-9688

With a copy to:             Kirkpatrick & Lockhart LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, FL  33131-2399
                            Attention: Clayton E. Parker, Esq.
                            Telephone: (305) 539-3300
                            Facsimile: (305) 358-7095

If to the Holder:           Cornell Capital Partners, L.P.
                            101 Hudson Street, Suite 3606
                            Jersey City, New Jersey 07306

With a copy to:             Butler Gonzalez LLP
                            1000 Stuyvesant Avenue - Suite 6
                            Union, NJ 07083
                            Attention: David Gonzalez, Esq.
                            Telephone: (908) 810-8588
                            Facsimile: (908) 810-0973

     Section 6.02 Governing Law. This Debenture shall be deemed to be made under
and shall be construed in accordance with the laws of the State of Colorado
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
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, New Jersey 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.

     Section 6.03 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.

     Section 6.04 Entire Agreement and Amendments. This Debenture represents the
entire agreement between the parties hereto with respect to the subject matter
hereof and supercedes all prior representations or understanding, including,
without limitation, the Initial Debenture, 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.

     Section 6.05 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.


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

                                        WHITEMARK HOMES INC.

                                        By:
                                        Name:      Mitchell Gordon
                                        Title:     Chief Financial Officer



                                       7
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                                    EXHIBIT A

                                  REAL PROPERTY




                                       8
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                                    EXHIBIT B


                              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 Whitemark Homes Inc.,
according to the conditions stated therein, as of the Conversion Date written
below.



Conversion Date: ____________________________________________________________

Applicable Conversion Price: ________________________________________________

Signature: __________________________________________________________________

Name: _______________________________________________________________________

Address: ____________________________________________________________________

Amount to be converted: $ ___________________________________________________

Amount of Debenture unconverted: $ __________________________________________

Conversion Price per share: $ _______________________________________________

Number of shares of Common Stock to be issued: ______________________________

Please issue the shares of Common Stock
 in the following name and to the following
 address: ___________________________________________________________________

Issue to: ___________________________________________________________________

Authorized Signature: _______________________________________________________

Name: _______________________________________________________________________

Title: ______________________________________________________________________

Phone Number: _______________________________________________________________

Broker DTC Participant Code: ________________________________________________

Account Number: _____________________________________________________________



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                                    EXHIBIT C

                                    MORTGAGE



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