EXHIBIT 10.13

THIS DEBENTURE AND THE SHARES OF COMMON STOCK UNDERLYING THIS DEBENTURE HAVE NOT
    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR
  HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
  ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL,
    SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS
                                   AVAILABLE.



                              BLUEGATE CORPORATION

                            10% CONVERTIBLE DEBENTURE
                              DUE NOVEMBER 1, 2005



No. 1                                                              $100,000.00


     FOR  VALUE  RECEIVED,  Bluegate  Corporation,  a  Nevada  corporation  (the
"Company"),  promises  to  pay to Platinum Partners Global Macro Fund, LP, whose
address  is  152 West 57th Street, 54th Floor, New York, NY 10013, or registered
assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) in
lawful  money  of the United States of America on or before the Maturity Date as
defined  herein,  with  all  Interest  thereon  as defined and specified herein.

     1.     INTEREST.  This  Debenture  shall  bear interest ("Interest") at the
rate  of  ten  percent  (10%) per annum from the Issue Date through the Maturity
Date.  The  Company  shall  pay  such  Interest  in  cash  on the Maturity Date.

     2.     PRE-PAYMENTS  AND  MATURITY  DATE.  This  Debenture shall be due and
payable  in  full,  including  all accrued Interest thereon, on November 1, 2005
("Maturity  Date").  The  Company  may  prepay  this Debenture at any time after
issuance  without  penalty.

     3.     [INTENTIONALLY OMITTED.]

     4.     CONVERSION OF DEBENTURE.

     4.1     Conversion  Price.  This Debenture is convertible, at the option of
the  Holder,  into  shares  ("Shares")  of the Company's common stock, par value
$.001  per share ("Common Stock"), at any time after the Issue Date and prior to
the  close  of  business  on  the  business  day  prior  to the Maturity Date or
conversion  date,  as  the case may be.  The conversion price for the conversion
(the  "Conversion Price") will be equal to $.50 per share, subject to adjustment
as  provided  in  Subsection  4.2,  and the number of Shares to which the Holder
shall be entitled shall be determined by dividing the then outstanding principal
amount  of  and  interest  on  this  Debenture  by  the  Conversion  Price


<PAGE>
then  in  effect.

     4.2     Adjustment  Based  Upon  Stock Dividends, or Combination of Shares.
The  Conversion  Price  shall  each  be  adjusted in the manner described in the
remainder of this Subsection 4.2.  If the outstanding shares of the Common Stock
shall  be  subdivided  into  a  greater number of shares or a dividend in Common
Stock  shall  be paid in respect of Common Stock, the Conversion Price in effect
immediately  prior  to  such  subdivision or at the record date of such dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after  the  record  date  of  such  dividend be proportionately reduced.  If the
outstanding  Shares  shall  be  combined  into  a  smaller number of shares, the
Conversion  Price  in  effect  immediately  prior  to  such  combination  shall,
simultaneously  with  the  effectiveness of such combination, be proportionately
increased.

     4.3     Adjustment  Based  Upon  Merger, Consolidation or Recapitalization.
In  case  of  any consolidation or merger to which the Company is a party (other
than  a  merger  in which the Company is the surviving entity and which does not
result  in  any reclassification of or change in the outstanding Common Stock of
the  Company),  or in case of any sale or conveyance to another person, firm, or
corporation of the property of the Company as an entirety or substantially as an
entirety,  or  in  case of any capital reorganization or reclassification of the
Common  Stock  (other than a change in par value or a subdivision or combination
as  provided for in Subsection 4.2 immediately above), the Holder shall have the
right  to  convert  this  Debenture  into  the kind and amount of securities and
property  (including  cash) receivable upon such consolidation, merger, sale, or
conveyance,  reorganization  or  reclassification  by  a holder of the number of
Shares  into  which  such  Debenture might have been converted immediately prior
thereto.

     4.4     Exercise  of  Conversion  Privilege.  The  conversion  privilege
provided  for herein shall be exercisable by the Holder by written notice to the
Company or its successor and the surrender of this Debenture in exchange for the
number of shares (or other securities and property, including cash, in the event
of  an  adjustment  of  the  Conversion  Price)  into  which  this  Debenture is
convertible  based  upon the Conversion Price.  Conversion rights will expire at
the  close  of  business  on  the  business  day  prior  to  the  Maturity Date.

     4.5     Corporate  Status  of  Common Stock to be Issued.  All Common Stock
(or  other  securities  in  the event of an adjustment of the Conversion Price),
which  may  be issued upon the conversion of this Debenture, shall upon issuance
be  fully  paid  and  non-assessable.

     4.6     Issuance  of  Certificate.  Upon  the conversion of this Debenture,
the  Company  shall  in  due  course  issue  to  the  Holder  a  certificate  or
certificates representing the number of Shares (or other securities in the event
of  an  adjustment  of  the  Conversion  Price) to which the conversion relates.

     4.7     Fractional  Shares.  No  fractional Shares will be issued.  In lieu
thereof,  the  Company  will  pay cash for fractional Share amounts equal to the
closing  sale price of the Common Stock on the date of conversion, determined as
follows:

          4.7.1  If the Common Stock is listed on a national securities exchange
or  admitted  to unlisted trading privileges on such exchange, the current value
shall  be  the  last reported sale price of the Common Stock on such exchange on
the  last  business  day  prior  to  the  date  of  conversion  of


                                      -2-
<PAGE>
this  Debenture, or if no such sale is made on such day, the average closing bid
and  asked  prices  for  such  day  on  such  exchange;  or

          4.7.2  If  the  Common  Stock  is  not  listed or admitted to unlisted
trading  privileges,  the current value shall be the last reported sale price or
the  mean  of the last bid and asked prices reported by the National Association
of Securities Dealers Automated Quotation System on the Nasdaq Small-Cap Market,
Nasdaq  National  Market  System  or OTC Bulletin Board (or, if not so quoted on
NASDAQ, by the National Quotation Bureau, Inc. or other reporting system for the
public  market  in which the Common Stock trades) on the last business day prior
to  the  date  of  the  conversion  of  this  Debenture;  or

          4.7.3  If  the  Common  Stock is not so listed or admitted to unlisted
trading  privileges  and  prices  are  not reported on NASDAQ, the current value
shall  be an amount, not less than the book value, determined in such reasonable
manner  as  may  be  prescribed  by  the  Board  of  Directors  of  the Company.

     4.8     Automatic Conversion.  If prior to the Maturity Date a registration
statement  covering  the  resale  of  the Shares to be issued to the Holder upon
conversion  of  this Debenture shall be declared effective by the Securities and
Exchange  Commission  (the  "Commission"),  then  this  Debenture  shall  fully,
automatically  and  without  any  action on the part of the Holder, convert into
Shares.  The conversion price for any automatic conversion under this Subsection
4.8  shall  be  the  Conversion  Price then in effect as theretofore adjusted as
provided  in  Subsection 4.2, and the number of Shares to which the Holder shall
be  entitled  shall  be  determined  by  dividing the then outstanding principal
amount of and interest on this Debenture by the Conversion Price then in effect.

     5.     STATUS OF HOLDER OF DEBENTURE.  This Debenture shall not entitle the
Holder  to  any voting rights or other rights as a shareholder of the Company or
to  any  rights  whatsoever except the rights herein expressed, and no dividends
shall  be  payable  or  accrue  in  respect  of this Debenture or the securities
issuable  upon  the  conversion  hereof unless and until this Debenture shall be
converted.  Upon  the  conversion  of  this  Debenture, the Holder shall, to the
extent  permitted  by  law,  be  deemed to be the holder of record of the Shares
issuable  upon such conversion, notwithstanding that the stock transfer books of
the  Company  shall  then  be  closed or that the certificates representing such
Shares  shall not then be actually delivered. Immediately upon the conversion of
this  Debenture,  the  rights  of Holder under this Debenture shall cease except
with  regard  to  the  right to receive the Shares issuable upon conversion.  As
promptly  as  practicable  after either the conversion of this Debenture, Holder
shall  surrender  this  Debenture  marked  "Cancelled."

     6.     RESERVE  OF SHARES.  The Company shall reserve out of its authorized
Shares  (and  other  securities  in the event of an adjustment of the Conversion
Price)  a number of shares sufficient to enable it to comply with its obligation
to  issue  Shares  (and  other  securities  in the event of an adjustment of the
Conversion  Price)  upon  the  conversion  of  this  Debenture.

     7.     REGISTRATION RIGHTS.

     7.1     The  Holder of this Debenture shall have the right to join with the
Company  to register the Common Stock underlying the Debenture or any warrant to
purchase  Common  Stock


                                      -3-
<PAGE>
issued  in  connection  herewith ("Underlying Common Stock") in any Registration
Statement under the Securities Act of 1933 (the "Act") filed by the Company with
the  Commission, which includes a public offering of equity securities for cash,
either  for  the  account of the Company or for the account of any other person.
This  right  to  join  with  the  Company  in a Registration Statement under the
Securities Act of 1933 (the "Act") is not applicable to a Registration Statement
filed by the Company with the Commission on Form S-4, S-8, or any other form not
registering  a  public offering of equity securities for cash.  If, at any time,
the  Company  proposes  to file a Registration Statement as described above with
the  Commission,  it shall, at least thirty (30) days prior to such filing, give
written  notice of such proposed filing to the Holder and its designees at their
addresses  appearing on the records of the Company and shall offer to include in
any such filing any proposed disposition of the Underlying Common Stock.  Within
fifteen  (15)  days  of receipt of the Company's notice of filing, the owners of
the  Underlying  Common  Stock may request registration of the Underlying Common
Stock  pursuant  to  a  written  request  setting  forth  the intended method of
distribution  and  such  other data or information as the Company or its counsel
shall reasonably require and the Company shall use its best efforts to cause all
Underlying  Common Stock, as to which registration shall have been so requested,
to  be  included  in the securities to be covered by the Registration Statement,
all  to  the  extent  requisite  to  permit the sale or other disposition by the
undersigned  of  the  Underlying  Common  Stock  requested  to be so registered;
provided,  however,  that:

          (i)     If,  at  any  time  after  giving  such  written notice of its
intention  to  register  any  securities  and prior to the effective date of the
Registration  Statement,  the  Company  shall  determine  for  any reason not to
register  such securities, the Company may, at its election, give written notice
of  such  determination  to  the undersigned, and thereupon the Company shall be
relieved of its obligation to register any Underlying Common Stock in connection
with  such  registration;

          (ii)     If  such  registration involves an underwritten offering, the
undersigned  must  sell its Underlying Common Stock to the underwriters selected
by  the Company on the same terms and conditions as apply to the Company (except
as  otherwise  agreed  to  by  the  Company  in  writing);  and

          (iii)     The  Company  shall  be  obligated  to keep the Registration
Statement  effective  only  for  nine  months  after its initial effective date.

     The  Company  shall  supply  said owner(s) with copies of such Registration
Statement,  and of the prospectus included therein, in such quantities as may be
reasonably  necessary  for the purpose of the proposed disposition.  The Company
will  pay all registration expenses in connection with the registration pursuant
to  this  Subsection.  Such reasonable expenses will include all registration of
filing  fees, printing expenses and reasonable fees and disbursements of counsel
for  the  Company and its independent certified public accountants, the fees and
expenses  associated  with  any required filing with the National Association of
Dealers, Inc. ("NASD").  The Company is not required to pay any fees or expenses
of  Holder,  placement agents or legal counsel of the Holder or placement agent,
or accountant or any other advisors, including any transfer taxes, underwriting,
brokerage  or  other  discounts  and  commissions  and  finder's or similar fees
payable  with  respect  to  the  Common  Stock  registered  in  the Registration
Statement.


                                      -4-
<PAGE>
     7.2     The  number  of  Underlying  Common  Stock  to  be  included  in an
underwritten  offering  may  be  reduced,  pro  rata  among  all  the  Company's
stockholders  selling shares in the offering, in a ratio equal to the respective
amounts of shares proposed to be sold by such stockholders, if and to the extent
that  the  managing  underwriter shall advise the undersigned and the Company by
letter  of  its  belief that the number of securities requested to be registered
exceeds  the  number  that  can be sold in (or during the term of) such offering
without  adversely  affecting  the marketing of the securities to be sold by the
Company.

     7.3     Each  Holder  shall  pay  all  costs  and expenses incurred by such
Holder,  including  all  transfer  taxes,  underwriting,  brokerage  and  other
discounts  and commissions and finder's and similar fees payable with respect to
the  Underlying  Common  Stock  registered  pursuant  to this Section 7.  To the
extent  any registration expenses are incurred, assumed or paid by any Holder or
any  placement or sales agent therefor or underwriter thereof with the Company's
prior  consent,  the  Company shall reimburse such person for the full amount of
the  registration expenses so incurred, assumed or paid within a reasonable time
after  receipt  of  a  written  request for the same.  Any registration expenses
submitted  by  any Holder, placement agent, sales agent or underwriter on behalf
of  any  such  person for payment by the Company shall be itemized in detail and
contain  clear  and  accurate receipts of all expenditures made by such parties.

     7.4     (a)     The  Company  shall protect, indemnify and hold the Holder,
and  its  officers,  directors, stockholders, attorneys, accountants, employees,
affiliates,  successors  and assigns, harmless from any and all demands, claims,
actions,  causes  of  actions, lawsuits, proceedings, investigations, judgments,
losses,  damages,  injuries,  liabilities,  obligations,  expenses  and  costs
(including  costs  of  litigation  and attorneys' fees), arising out of or based
upon  (i)  any untrue statement or alleged untrue statement of any material fact
contained  in  or incorporated by reference into the Registration Statement, any
preliminary  prospectus  or final prospectus contained therein, or any amendment
or  supplement thereto, (ii) the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or (iii) any material violation by the Company of any
rule  or regulation promulgated under Act applicable to the Company and relating
to  action  or inaction by the Company in connection with any such registration;
provided,  however,  that the Company shall not be liable in the case of (i) and
(ii)  above  if  and  to  the  extent  that  the  event otherwise giving rise to
indemnification  arises  out  of or is based upon an untrue statement or alleged
untrue  statement  or  omission  or  alleged  omission  made  in conformity with
information  furnished  by  a  person  otherwise  entitled to indemnification in
writing  specifically  for  use  in the Registration Statement or prospectus, or
information  contained in a writing that has been expressly approved by a person
otherwise  entitled  to  indemnification.

          (b)     The  Holder  shall protect, indemnify and hold the Company and
its  officers,  directors,  stockholders,  attorneys,  accountants,  employees,
affiliates,  successors  and assigns, harmless from any and all demands, claims,
actions,  causes  of  actions, lawsuits, proceedings, investigations, judgments,
losses,  damages,  injuries,  liabilities,  obligations,  expenses  and  costs
(including  costs  of  litigation  and attorneys' fees), arising out of or based
upon  (i)  any untrue statement or alleged untrue statement of any material fact
contained  in  or incorporated by reference into the Registration Statement, any
preliminary  prospectus  or final prospectus contained therein, or any amendment
or  supplement thereto, (ii) the omission or alleged omission to state therein a


                                      -5-
<PAGE>
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or  (iii) any material violation by the Holder of any
rule  or  regulation  promulgated  under  the  Act  applicable to the Holder and
relating  to  action  or  inaction  by  the  Holder  in connection with any such
registration;  provided, however, that the Holder shall be liable in the case of
(i)  and  (ii)  above  only  if  and to the extent that the event giving rise to
indemnification  arises  out  of or is based upon an untrue statement or alleged
untrue  statement  or  omission  or  alleged  omission  made  in conformity with
information  furnished  by  the  Holder  in  writing specifically for use in the
Registration Statement or prospectus, or information contained in a writing that
has  been  expressly  approved  by  the  Holder.

          (c)     Promptly  after  receipt  by  an  indemnified party under this
Subsection  7.4  of  notice  of  the  threat or commencement of any action, such
indemnified  party shall, if a claim in respect thereof is to be made against an
indemnifying  party  hereunder,  notify  each such indemnifying party in writing
thereof,  but  the omission so to notify an indemnifying party shall not relieve
it  from  any liability which it may have to any indemnified party to the extent
that  the  indemnifying party is not prejudice as a result thereof.  In case any
such  action  shall be brought against any indemnified party and it shall notify
an  indemnifying party of the commencement thereof, the indemnifying party shall
be  entitled  to  participate in and, to the extent it shall wish, to assume and
undertake  the  defense  thereof  with  counsel  reasonably satisfactory to such
indemnified  party,  and,  after  notice  from  the  indemnifying  party to such
indemnified  party  of  its  election  so  to  assume  and undertake the defense
thereof,  the  indemnifying  party shall not be liable to such indemnified party
under  this  Subsection 7.4 for any legal expenses subsequently incurred by such
indemnified  party  in connection with the defense thereof other than reasonable
costs  of  investigation  and  of  liaison  with  counsel  so elected; provided,
however,  that, if the defendants in any such action include both an indemnified
party  and  an  indemnifying  party and the related indemnified party shall have
reasonably concluded that there may be reasonable defenses available to it which
are different from or additional to those available to the indemnifying party or
if the interests of the indemnified party reasonably may be believed to conflict
with  the  interests of the indemnifying party, the indemnified party shall have
the  right  to  select  separate  counsel  and to assume such legal defenses and
otherwise  to  participate  in the defense of such action, with the expenses and
fees  of  such separate counsel and other expenses related to such participation
to  be  reimbursed by the indemnifying party as incurred.  No indemnifying party
shall be subject to any liability for any settlement made without consent, which
shall  not be unreasonably withheld.  No indemnifying party shall consent to the
entry  of  any judgment or enter into any settlement that does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
indemnified  party of a release from all liability with respect to such claim or
litigation.

     8.     DEFAULT.  The  Company  shall  perform its obligations and covenants
hereunder  and  in each and every other agreement between the Company and Holder
pertaining to the Indebtedness evidenced hereby.  The following provisions shall
apply  upon  failure  of  the  Company  so  to  perform.

          8.1     Event  of  Default.  Any  of  the  following  events  shall
constitute  an  "Event  of  Default"  hereunder:

               8.1.1     Failure  by  the Company to pay principal of any of the
Debenture  when  due  and  payable  on  the  Maturity  Date;


                                      -6-
<PAGE>
               8.1.2     Failure  of  the  Company  to  pay  Interest  when  due
hereunder,  which  failure  continues for a period of thirty (30) days after the
due  date  of  the  amount  involved;  or

               8.1.3     Failure of the Company to perform any of the covenants,
conditions, provisions or agreements contained herein, or in any other agreement
between  the Company and Holder pertaining to the Indebtedness evidenced hereby,
which  failure continues for a period of sixty (60) days after written notice of
default  has been given to the Company by the Holder; provided, however, that if
the  nature  of  the Company's obligation is such that more than sixty (60) days
are  required  for  performance, then an Event of Default shall not occur if the
Company  commences  performance within such sixty (60) day period and thereafter
diligently  prosecutes  the  same  to  completion;  or

               8.1.4     The  entry  of  an  order  for  relief  under  Federal
Bankruptcy Code as to the Company or entry of any order appointing a receiver or
trustee  for  the  Company  or  approving  a petition in reorganization or other
similar  relief under bankruptcy or similar laws in the United States of America
or  any  other competent jurisdiction, and if such order, if involuntary, is not
satisfied or withdrawn within sixty (60) days after entry thereof; or the filing
of  a  petition  by  the  Company  seeking  any  of the foregoing, or consenting
thereto;  or  the filing of a petition to take advantage of any debtor's act; or
making  a  general  assignment  for  the  benefit  of creditors; or admitting in
writing  inability  to  pay  debts  as  they  mature.

     8.2     Acceleration.  Upon  any Event of Default (in addition to any other
rights  or  remedies  provided  for  under this Debenture), at the option of the
Holder,  all  sums evidenced hereby, including all principal, accrued but unpaid
Interest, fees and all other amounts due hereunder, shall become immediately due
and  payable.  If  an  Event  of Default in the payment of principal or Interest
should  occur  and  be  continuing with respect to the Debenture, the Holder may
declare  the  principal  of the Debenture to be immediately due and payable.  In
the Event of a Default due to a breach of any other covenant or term, Holder may
take  action  to  accelerate  the Debenture.  If an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company or any
Subsidiary  occurs  and  is continuing, the principal of and and interest on the
Debenture will become and be immediately due and payable without any declaration
or other act on the part of the Holder.  Under certain circumstances, the Holder
may  rescind  any  such  acceleration  with  respect  to  the  Debenture and its
consequences.

     8.3     Notice  by  Company.  Upon  the  happening  of any Event of Default
specified  in  this  Section  that  is  not  cured within the respective periods
prescribed  above,  the  Company  will give prompt written notice thereof to the
Holder  of  this  Debenture.

     8.4     No  Waiver.  Failure of the Holder to exercise any option hereunder
shall  not constitute a waiver of the right to exercise the same in the event of
any  subsequent Event of Default, or in the event of continuance of any existing
Event  of  Default  after  demand  or  performance  thereof.

     8.5     Default  Interest.  Default  Interest  will  accrue  on  an  unpaid
principal  or  Interest  due hereunder at the rate of eighteen percent (18%) per
annum  upon the occurrence of any Event of Default until the Event of Default is
cured.


                                      -7-
<PAGE>
     9.     INVESTMENT  INTENT, RESTRICTIONS ON ASSIGNMENT, ASSIGNMENT, TRANSFER
OR  LOSS  OF  THE  DEBENTURE.

     9.1     (a)     The Holder, by acceptance of this Debenture, represents
that this Debenture and any Shares issuable upon conversion of this Debenture
are being and will be acquired for the Holder's own account for investment and
not with a view to, or for resale in connection with, the distribution thereof
in violation of applicable securities laws, and that the Holder has no present
intention of distributing or reselling this Debenture or any such Shares.   The
Holder, by acceptance of this Debenture, further represents that it has not
offered or sold this Debenture, or any Shares into which this Debenture is
convertible, directly or indirectly to any other person, and that the Holder is
not acquiring this Debenture or any such Common Stock for the account of any
other person.  Certificates evidencing Shares issuable upon conversion of this
Debenture shall bear the following legend:

     "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT
     PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF IN
     VIOLATION OF APPLICABLE SECURITIES LAWS, AND SUCH SECURITIES MAY NOT
     BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY
     RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY)
     REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR
     TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
     REQUIREMENTS OF SUCH ACT.

          (b)     No  Holder of this Debenture may assign, transfer, hypothecate
or  sell  all  or any part of this Debenture (or any of the Shares issuable upon
conversion  of  this Debenture) or in any way alienate or encumber the Debenture
(or  any  of  the Shares issuable upon conversion of this Debenture) without the
express written consent of the Company, the granting or denial of which shall be
within  the  absolute  discretion  of  the  Company.  Any attempt to effect such
transfer  without the consent of the Company shall be null and void. The Company
has not registered this Debenture (or any of the Shares issuable upon conversion
of  this Debenture) under the Act or the applicable securities laws of any state
in  reliance  on  exemptions  from registration. Such exemptions depend upon the
investment  intent  of  the Holder at the time he acquires his Debenture or such
Shares.  Each  Holder  has  acquired  his Debenture (and will acquire the Shares
issuable  upon  conversion of this Debenture) for his own account for investment
purposes  only  and  not  with  a  view  toward  distribution  or resale of such
Debenture  or  such  shares  within  the  meaning  of the Act and the applicable
securities laws of any state. The Company shall be under no duty to register the
Debenture  (or  any of the Shares issuable upon conversion of this Debenture) or
to  comply  with  an  exemption  in  connection with the sale, transfer or other
disposition  under  the  applicable  laws  and  regulations  of  the  Act or the
applicable  securities  laws of any state. The Company may require the Holder to
provide,  at  his  expense, an opinion of counsel satisfactory to the Company to
the  effect  that any proposed transfer or other assignment of the Debenture (or
any of the Shares issuable upon conversion of this Debenture) will not result in
a violation of the applicable federal or state


                                      -8-
<PAGE>
securities  laws  or  any other applicable federal or state laws or regulations.

     9.2     All  expenses,  including  reasonable  legal  fees  incurred by the
Company  in connection with any permitted transfer, assignment or pledge of this
Debenture  will  be  paid  by the Holder requesting such transfer, assignment or
pledge.

     9.3     Upon  receipt of evidence reasonably satisfactory to the Company of
the  loss, theft, destruction or mutilation of any Debenture and, in the case of
any  such  loss,  theft  or  destruction  of  any Debenture, upon delivery of an
indemnity  bond  in  such reasonable amount as the Company may determine (or, in
the case of any Debenture held by the original Debenture holder, of an indemnity
agreement  reasonably  satisfactory to the Company), or, in the case of any such
mutilation, upon the surrender of such Debenture to the Company at its principal
office for cancellation, the Company at its expense will execute and deliver, in
lieu  thereof,  a  new Debenture of like tenor, dated the date to which interest
hereunder  shall  have  been  paid  on such lost, stolen, destroyed or mutilated
Debenture.

     9.4     Subject  to Subsections 9.1 and 9.2 above and 9.5 below, the Holder
may,  at  his option, either in person or by duly authorized attorney, surrender
this  Debenture  for  registration  of  transfer  at the principal office of the
Company  and, upon payment of any expenses associated with the transfer, receive
in  exchange  therefor the Debenture, dated as of the date to which interest has
been  paid  on  the  Debenture  so  surrendered, each in the principal amount of
$10,000  or any multiple thereof, for the same aggregate unpaid principal amount
as  the  Debenture  so  surrendered  and registered as payable to such person or
persons  as  may  be  designated by the Holder.  Every Debenture surrendered for
registration  of  transfer  shall  be duly endorsed or shall be accompanied by a
written  instrument of transfer duly executed by the Holder or his attorney duly
authorized in writing.  Every Debenture, so made and delivered by the Company in
exchange  for  any  Debenture surrendered, shall in all other respects be in the
same  form and have the same terms as the Debenture surrendered.  No transfer of
any  Debenture shall be valid unless made in such manner at the principal office
of  the  Company.

     9.5     The  Company  may  treat the person in whose name this Debenture is
registered  as  the  owner  and  Holder  of  this  Debenture  for the purpose of
receiving  payment  of  all principal of and all Interest on this Debenture, and
for  all  other  purposes  whatsoever,  whether  or  not such Debenture shall be
overdue  and,  except for transfers effected in accordance with this subsection,
the  Company  shall  not  be  affected  by  notice  to  the  contrary.

     10.     MODIFICATIONS  AND AMENDMENTS.  Modifications and amendments to the
Debenture  may  be  made  by  the  Company  only with the consent of the Holder.

     11.     NOTICES.  All notices provided for herein shall be validly given if
in  writing and delivered personally or sent by certified mail, postage prepaid,
(in  the case of the Company) to the office of the Company or such other address
as  the  Company  may  from  time to time designate in writing sent by certified
mail,  postage  prepaid,  or  (in  the  case of the Holder) to the Holder at his
address  set  forth  above  or such other address as the Holder may from time to
time  designate  in  writing  to the Company by certified mail, postage prepaid.


                                      -9-
<PAGE>
     12.     USURY.  All Interest, fees, charges, goods, things in action or any
other  sums  or things of value, or other contractual obligations (collectively,
the  "Additional  Sums") paid by the Company hereunder, whether pursuant to this
Debenture  or  otherwise,  with respect to the Indebtedness evidenced hereby, or
any  other  document  or  instrument  in any way pertaining to the Indebtedness,
which,  under  the  laws of the State of Texas may be deemed to be Interest with
respect  to such loan or Indebtedness, shall, for the purpose of any laws of the
State  of  Texas,  which  may limit the maximum amount of Interest to be charged
with  respect  to  such  loan or Indebtedness, be payable by the Company as, and
shall  be deemed to be, Interest and for such purposes only, the agreed upon and
contracted  rate  of  Interest shall be deemed to be increased by the Additional
Sums.  Notwithstanding  any  provision  of  this  Debenture to the contrary, the
total  liability  for  payments  in  the nature of Interest under this Debenture
shall  not  exceed  the limits imposed by applicable law.  The Company shall not
assert  a claim, and shall actively resist any attempts to compel it to assert a
claim,  respecting  a benefit under any present or future usury laws against any
Holder  of  this  Debenture.

     13.     BINDING  EFFECT.  This  Debenture shall be binding upon the parties
hereto  and  their respective heirs, executors, administrators, representatives,
successors  and  permitted  assigns.

     14.     COLLECTION  FEES.  Except as otherwise provided herein, the Company
shall  pay all costs of collection, including reasonable attorneys' fees and all
costs  of  suit and preparation for such suit (and whether at trial or appellate
level),  in  the  event  the  unpaid  principal amount of this Debenture, or any
payment  of  Interest is not paid when due, or in the event Holder is made party
to any litigation because of the existence of the Indebtedness evidenced by this
Debenture,  or  if  at  any  time Holder should incur any attorneys' fees in any
proceeding  under  the  Federal  Bankruptcy  Code (or other similar laws for the
protection  of debtors generally) in order to collect any Indebtedness hereunder
or to preserve, protect or realize upon any security for, or guarantee or surety
of, such Indebtedness whether suit be brought or not, and whether through courts
of  original  jurisdiction,  as  well as in courts of appellate jurisdiction, or
through  a  bankruptcy  court  or  other  legal  proceedings.

     15.     CONSTRUCTION.  THIS DEBENTURE SHALL BE GOVERNED AS TO ITS VALIDITY,
INTERPRETATION,  CONSTRUCTION,  EFFECT  AND  IN  ALL  OTHER  RESPECTS  BY AND IN
ACCORDANCE  WITH  THE  LAWS  AND  INTERPRETATIONS THEREOF OF THE STATE OF TEXAS.
UNLESS  THE  CONTEXT  OTHERWISE  REQUIRES,  THE  USE  OF  TERMS  IN SINGULAR AND
MASCULINE  FORM  SHALL  INCLUDE  IN ALL INSTANCES SINGULAR AND PLURAL NUMBER AND
MASCULINE,  FEMININE  AND  NEUTER  GENDER.

     16.     SEVERABILITY.  In  the  event  any  one  or  more of the provisions
contained  in this Debenture or any future amendment hereto shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality  or  unenforceability  shall  not  affect any other provision of this
Debenture  or such other agreement, and in lieu of each such invalid, illegal or
unenforceable  provision  there  shall  be added automatically as a part of this
Debenture  a  provision  as  similar  in  terms  to  such  invalid,  illegal  or
unenforceable  provision as may be possible and be valid, legal and enforceable.


                                      -10-
<PAGE>
     17.     DEFINITIONS.

     17.1     "Holder" means a Person in whose name a Debenture is registered on
the  Company's  books.

     17.2     "Indebtedness"  means,  without  duplication,  with respect to any
Person,  (a)  all  obligations  of  such Person (i) in respect of borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
person or only to a portion thereof), (ii) evidenced by bonds, notes, debentures
or  similar  instruments,  (iii) representing the balance deferred and unpaid of
the  purchase  price of any property or services (other than accounts payable or
other obligations arising in the ordinary course of business), (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v) for
the  payment of money relating to a capitalized lease obligation under generally
accepted  accounting  principles as in effect in the United States of America as
of  the  Issue  Date, or (vi) evidenced by a letter of credit or a reimbursement
obligation  of  such  Person  with  respect to any letter of credit; (b) all net
obligations  of  such  Person  under  interest rate swap obligations and foreign
currency  hedges;  (c)  all  liabilities  of others of the kind described in the
preceding  clauses  (a)  or  (b)  that  such  Person  has guaranteed or that are
otherwise  its  legal  liability; (d) Indebtedness (as otherwise defined in this
definition)  of  another  Person  secured  by  lien on any asset of such Person,
whether  or  not such Indebtedness is assumed by such Person, the amount of such
obligations  being  deemed  to  be  the  lesser  of  (1) the full amount of such
obligations  so  secured,  and  (2)  the  fair  market  value  of such asset, as
determined  in  good  faith  by  the  Board  of  Directors of such Person, which
determination  shall  be  evidenced  by  a board resolution; and (e) any and all
deferrals,  renewals, extensions, refinancings and refundings (whether direct or
indirect)  of,  or amendments, modifications or supplements to, any liability of
the  kind  described  in any of the preceding clauses (a), (b), (c), (d) or this
clause  (e),  whether  or  not  between  or  among  the  same  parties.

     17.3     "Issue  Date"  means  the  date  on  which  the Debenture is first
issued.

     17.4     A  "Subsidiary" means (i) a corporation a majority of whose voting
stock  is  at  the time, directly or indirectly, owned by the Company, by one or
more  subsidiaries of the Company or by the Company and one or more subsidiaries
of  the  Company, (ii) a partnership in which the Company or a subsidiary of the
Company  is,  at the date of determination, a general or limited partner of such
partnership,  but  only  if the Company or its subsidiary is entitled to receive
more  than  fifty  percent  (50%)  of  the  assets  of such partnership upon its
dissolution, or (iii) any other Person (other than a corporation or partnership)
in  which  the  Company,  directly  or  indirectly, at the date of determination
thereof,  has  (x)  at  least  a majority ownership interest or (y) the power to
elect  or direct the election of a majority of directors or other governing body
of  the  Company.

     18.     MISCELLANEOUS.  Except  as  otherwise  provided herein, the Company
waives  demand,  diligence,  presentment  for  payment  and  protest,  notice of
extension,  dishonor, maturity and protest.  Time is of the essence with respect
to  the  performance  of  each and every covenant, condition, term and provision
hereof.


                                      -11-
<PAGE>
     IN  WITNESS  WHEREOF,  this  Debenture  has  been issued on the 15th day of
February,  2005.

                                      BLUEGATE CORPORATION



                                      By: /s/ Manfred Sternberg
                                          ------------------------------------
                                              Manfred Sternberg
                                              Chief Executive Officer


                                      -12-
<PAGE>
                              BLUEGATE CORPORATION

                 10% CONVERTIBLE DEBENTURE DUE NOVEMBER 1, 2005

                      NOTICE OF CONVERSION AND SUBSCRIPTION

               (To be completed and signed only upon a conversion
             of the Debenture into Common Stock in whole or in part)

TO:  BLUEGATE  CORPORATION

     The  undersigned,  the Holder of the attached 10% Convertible Debenture Due
November  1, 2005 ("Debenture"), hereby irrevocably elects to exercise the right
to convert part or all of the outstanding principal balance and accrued Interest
on the Debenture into shares ("Shares") of the Company's common stock, par value
$.001  per  share,  and  thereby  purchase ______ Shares.  The undersigned makes
payment  of  $                for  the  Shares  by  converting and canceling the
              -----------------
indebtedness  represented by the Debenture. The undersigned hereby requests that
the Certificate(s) for such securities be issued in the name(s) and delivered to
the  address(es)  as  follows:

Name:

Address:

Deliver  to:

Address:

     If  the  foregoing  Notice  of  Conversion  and  Subscription evidences the
conversion of less than the entire principal amount of the Debenture and accrued
Interest thereon, please issue a new Debenture, of like tenor, for the remaining
principal  amount  of  the Debenture in the name(s), and deliver the same to the
address(es),  as  follows:

Name:

Address:

DATED:  _________________  _____,  2005.


--------------------------------------------------------------------------------
(Name of Holder)

--------------------------------------------------------------------------------
(Signature of Holder or Authorized Signatory)

--------------------------------------------------------------------------------
(Social Security or Taxpayer Identification Number of Holder)


<PAGE>