Exhibit 10.2



THIS   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.



                                    DEBENTURE


                              WHITEMARK HOMES INC.


                            5% Convertible Debenture


                               Due July ___, 2004


No.  ___                                                            $__________

     This  Debenture is issued by WHITEMARK  HOMES INC., a Colorado  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.

                                   ARTICLE I.

     Section 1.01 Principal and Interest. For value received, on July ___, 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  __________________(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 second


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(2nd) year anniversary from the date hereof or (b) converted in accordance with
Section 1.02 herein.

     Section 1.02 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 "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.

     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 1.03 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


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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 1.04  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 1.05 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  "Investor  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,  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.

     Section 1.07 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 1.08  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 the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$500,000.

                                  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


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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
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
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.

                                  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


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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:


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:        _______________________________
                         _______________________________
                         _______________________________

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


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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 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.

     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



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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  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:


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Broker DTC Participant Code:

Account Number:


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