EXHIBIT 10.11

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

                                    DEBENTURE

                                  NEXLAND, INC.

                            6% CONVERTIBLE DEBENTURE

                             DUE FEBRUARY ___, 2006

No.  ___                                                             $__________


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


                                   ARTICLE I.

        SECTION 1.01  PRINCIPAL AND INTEREST.  For value  received,  on February
___,  2001,  the  Company  hereby  promises to pay to the order of the Holder in
lawful money of the United States of America and in immediately  available funds
the principal sum of __________________(US $________), together with interest on
the unpaid  principal of this Debenture at the rate of six percent (6%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal
amount and all  accrued  interest  shall be either (a) paid to the Holder on the



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five (5) year  anniversary  from the date hereof or (b)  converted in accordance
with Section 4.02 herein.

        SECTION 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option,
to  convert  at any time and from time to time,  until  payment  in full of this
Debenture,  all or any  part of the  principal  amount  of the  Debenture,  plus
accrued interest,  into shares (the "CONVERSION Shares") of the Company's common
stock,  $0.001  par  value  ("COMMON  STOCK"),  at  the  price  per  share  (the
"CONVERSION  PRICE")  equal to either (a) an amount equal to one hundred  twenty
percent  (120%)  of the  closing  bid price of the  Common  Stock as listed on a
Principal Market (as defined herein),  as quoted by Bloomberg L.P. (the "CLOSING
BID  PRICE") as of the date  hereof,  or (b) an amount  equal to eighty  percent
(80%) of the lowest  three (3) Closing Bid Price of the Common Stock for the ten
(10) trading days immediately preceding the Conversion Date (as defined herein).
Subparagraphs  (a) and (b) above are  individually  referred to as a "CONVERSION
PRICE". As used herein,  "PRINCIPAL MARKET" shall mean the Nasdaq Bulletin Board
System,  Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock
is not traded on a Principal  Market,  the  Closing  Bid Price  shall mean,  the
reported  Closing Bid Price for the Common  Stock,  as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction
of  shares  or  scrip  representing  fractions  of  shares  will  be  issued  on
conversion,  but the number of shares  issuable  shall be rounded to the nearest
whole share. To convert this Debenture,  the Holder hereof shall deliver written
notice thereof, substantially in the form of EXHIBIT "A" to this Debenture, with
appropriate  insertions (the "CONVERSION NOTICE"), to the Company at its address
as set forth herein.  The date upon which the conversion shall be effective (the
"CONVERSION  DATE")  shall be deemed to be the date set forth in the  Conversion
Notice,  provided that the Company or the transfer agent delivers the Conversion
Shares within ten (10) business  days after receipt of a Conversion  Notice.  If
such  Conversion  Shares are not  delivered  within such ten (10)  business  day
period, the Conversion Date shall be the date such shares are actually delivered
to the Holder.

        SECTION 1.03  RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

        SECTION 1.04 REGISTRATION  RIGHTS.  The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as
amended,  pursuant to the terms of a Registration Rights Agreement,  between the
Company  and  the  Holder  of  even  date  herewith  (the  "REGISTRATION  RIGHTS
AGREEMENT").

        SECTION 1.05 INTEREST PAYMENTS.  The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest is  payable,  the  Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III Section  3.01  hereunder,  the Holder may elect that the interest be



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<PAGE>

paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the date the  interest  payment is due;  or (ii) if the  interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

        SECTION 1.06 PAYING AGENT AND REGISTRAR. Initially, the Company will act
as paying  agent and  registrar.  The  Company  may  change  any  paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

        SECTION 1.07  SUBORDINATED  NATURE OF DEBENTURE.  This Debenture and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$250,000.


                                  ARTICLE II.

        SECTION 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The  Debenture  may be
amended with the consent of the Holder.  Without the consent of the Holder,  the
Debenture  may be amended to cure any  ambiguity,  defect or  inconsistency,  to
provide for  assumption of the Company  obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.


                                  ARTICLE III.

        SECTION  3.01  EVENTS OF  DEFAULT.  An Event of  Default  is  defined as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) business days of the date of maturity of this Debenture; (b) failure by the
Company to advise its transfer  agent to issue Common Stock to the Holder within
ten (10)  business  days of the  Company's  receipt  of the  attached  Notice of
Conversion from Holder; (c) failure by the Company for thirty (30) business days
after notice to it to comply with any of its other  agreements in the Debenture;
(d)  events of  bankruptcy  or  insolvency;  (e) a breach by the  Company of its
obligations  under the  Registration  Rights Agreement which is not cured by the
Company  within  fifteen  (15)  business  days after  receipt of written  notice
thereof. The Holder may not enforce the Debenture except as provided herein.

        SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in
Article III Section 3.01, a breach by the Company of its  obligations  under the
Registration Rights Agreement shall be deemed an Event of Default,  which if not
cured  within  fifteen  (15) days,  shall  entitle the Holder  accelerated  full
repayment of all debentures  outstanding.  The Company acknowledges that failure
to honor a Notice of Conversion shall cause hardship to the Holder.




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<PAGE>

                                  ARTICLE IV.

        SECTION 4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole or
in part, may be converted at any time following the date of closing, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

        SECTION 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert
a part of the  Debenture,  then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

        SECTION 4.03 LIMITATION ON RIGHT AND POWER TO EXERCISE. Any provision in
this  Debenture  or any other  document to the contrary  not  withstanding,  the
Holder shall not have the right or power to convert this  Debenture  into Common
Stock,  either in whole or in part,  and any attempt to do so shall be void, if,
after having given  effect to such  conversion,  the Holder shall be or shall be
deemed  to be the  beneficial  owner  of ten  percent  (10%) or more of the then
outstanding Common Stock within the meaning or for the purposes of Section 13(d)
or 13(g) of the  Securities  Exchange  Act of 1934,  as amended  (the  "EXCHANGE
ACT"), or as the term "BENEFICIAL OWNER" is defined in Rule 13d-3 of the Act.

        SECTION 4.04  TERMINATION  OF CONVERSION  RIGHTS.  The Holder's right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the five (5) year  anniversary from the date
hereof  and this  Debenture  shall be  automatically  converted  on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.


                                   ARTICLE V.

        SECTION 5.01  ANTI-DILUTION.  In the event that the Company shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

        SECTION 5.02 CONSENT OF HOLDER TO SELL COMMON  STOCK.  So long as any of
the principal of or interest on this Note remains  unpaid and  unconverted,  the
Company shall not,  without the prior  consent of the Holder,  issue or sell (i)
any Common Stock without  consideration  or for a  consideration  per share less
than its fair market value determined immediately prior to its issuance, or (ii)
issue or sell any warrant,  option, right, contract,  call, or other security or
instrument granting the holder thereof the right to acquire Common Stock without
consideration  or for a  consideration  per share less than such Common  Stock's
fair market value determined immediately prior to its issuance.


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<PAGE>

                                  ARTICLE VI.

        SECTION 6.01 NOTICE.  Notices  regarding this Debenture shall be sent to
the  parties  at the  following  addresses,  unless a party  notifies  the other
parties, in writing, of a change of address:

If to the Company, to:        Nexland, Inc.
                              1101 Brickell Avenue
                              North Tower, 2nd Floor
                              Miami, Florida 33131
                              Attention:     Gregory S. Levine
                                             President
                              Telephone:     (305) 358-7771
                              Facsimile:     (305) 358-3151

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

If to Holder:                 ---------------------------------------------
                              ---------------------------------------------
                              ---------------------------------------------
                              ---------------------------------------------

        SECTION 6.02 GOVERNING  LAW. This  Debenture  shall be deemed to be made
under and shall be  construed  in  accordance  with the laws of the State of New
York without giving effect to the  principals of conflict of laws thereof.  Each
of the parties consents to the  jurisdiction of the U.S.  District Court sitting
in the  Southern  District  of the State of New York or the state  courts of the
State of New York sitting in Manhattan in  connection  with any dispute  arising
under this Debenture and hereby waives,  to the maximum extent permitted by law,
any  objection,  including  any objection  based on FORUM NON  CONVENIENS to the
bringing of any such proceeding in such jurisdictions.

        SECTION 6.03  SEVERABILITY.  The  invalidity of any of the provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.

        SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS.  This Debenture represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

        SECTION 6.05  COUNTERPARTS.  This  Debenture may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.


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<PAGE>


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

                                                  NEXLAND, INCORPORATED

                                                  By:
                                                          ---------------------
                                                  Name:   Gregory S. Levine
                                                  Title:  President


<PAGE>

                                   EXHIBIT "A"

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

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



TO:

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

CONVERSION DATE:
                             ---------------------------------------------------
APPLICABLE CONVERSION PRICE:
                             ---------------------------------------------------
SIGNATURE:
                             ---------------------------------------------------
NAME:
                             ---------------------------------------------------
ADDRESS:
                             ---------------------------------------------------













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