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EXHIBIT 4.3 - FORM OF SECURED CONVERTIBLE DEBENTURE DUE MARCH 29, 2003




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

Valencia, California Costa
March 29, 2002	$__________

FOR VALUE RECEIVED, CONECTISYS CORPORATION, a Colorado corporation
(hereinafter called the "Borrower"), hereby promises to pay to the order of
______________________ or registered assigns (the "Holder") the sum of
____________________ Dollars ($________), on March 29, 2003 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at the
rate of twelve percent (12%) per annum from March 29, 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, no 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 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 March 29,
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 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 March 29, 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 $0.06.

(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 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).

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
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 three (3) 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
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 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.

(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 shareholders 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 shareholders 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 shareholders 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 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 or not prohibited 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
7,345,638 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 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.
ding Market Limitations.

Unless permitted or not prohibited 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
7,345,638 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 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 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 lenders 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.

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 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) 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
24370 Avenue Tibbitts, Suite 130, Valencia, California  91355, facsimile
number:  661-295-5981).  Both the Holder and the Borrower may change the
address for service by service of written notice to the other as herein
provided.

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 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
shareholders (and copies of proxy materials and other information sent to
shareholders).  In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are
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 shareholders 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, 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]

IN WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its
name by its duly authorized officer this 29th day of March, 2002.


CONECTISYS CORPORATION



By:______________________________
   Robert A. Spigno
   Chief Executive Officer


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, no par value per share
		("Common Stock"), of Conectisys Corporation, a Colorado
		corporation (the "Borrower") according to the conditions of
		the convertible debentures of the Borrower dated as of
		March 29, 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.