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



                             COMPENSATION DEBENTURE

                         VIDEOLOCITY INTERNATIONAL INC.

                            5% Convertible Debenture

                                   May 3, 2004


No.  ___                                                                $390,000

         This Secured Debenture is issued by VIDEOLOCITY  INTERNATIONAL  INC., a
Nevada  corporation (the "Company"),  to CORNELL CAPITAL PARTNERS,  LP (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,  the Company
hereby  promises to pay on May ___,  2007,  to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of Three Hundred Ninety Thousand  Dollars (US $390,000),  together
with  interest on the unpaid  principal  of this  Debenture  at the rate of five
percent  (5%) per year  (computed  on the basis of a 365-day year and the actual
days  elapsed)  from the date of this  Debenture  until paid.  At the  Company's
option, the entire principal amount and all accrued interest shall be either (a)
paid to the Holder on the third (3rd) year  anniversary  from the date hereof or
(b) converted in accordance with Section 1.02 herein provided,  however, that in
no event shall the Holder be entitled to convert this  Debenture for a number of
shares of Common Stock in excess of that number of shares of Common Stock which,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of Common Stock  beneficially  owned by the Holder and its  affiliates to
exceed  4.99% of the  outstanding  shares of the  Common  Stock  following  such
conversion.

                                       1
<PAGE>


         Section  1.02  Optional  Conversion.  The  Holder is  entitled,  at its
option, to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, plus accrued interest, into shares (the
"Conversion  Shares") of the Company's  common stock, par value $0.001 per share
("Common Stock"),  at the price per share (the "Conversion  Price") equal to the
lesser of (a) an amount equal to two hundred fifty percent (250%) 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 one  hundred  percent  (100%) of the  lowest
Closing Bid Price of the Company's  Common Stock, for the three (3) trading days
immediately  preceding the Conversion Date (as defined herein).  As used herein,
"Principal  Market" shall mean The National  Association  of Securities  Dealers
Inc.'s  Over-The-Counter  Bulletin Board,  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.

         Section 1.03 Right of Redemption.  The Company at its option shall have
the right to redeem  for cash,  with three (3)  business  days  advance  written
notice  (the  "Redemption  Notice"),  a  portion  of or all  of the  outstanding
principal sum under this Debenture.  The redemption  price shall be equal to one
hundred  twenty  percent  (120%)  multiplied by the portion of the principal sum
being redeemed, plus any accrued and unpaid interest.

         Section 1.04 Reservation of Common Stock. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized   shares  of  Common  Stock.   Management   shall  recommend  to  the
shareholders  of the  Company  to vote in  favor of  increasing  the  number  of
authorized shares of Common Stock.  Management shall also vote all of its shares
of Common Stock in favor of increasing the number of authorized shares of Common
Stock.

         Section 1.05 Registration  Rights. The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as
amended,  pursuant to the terms of a Registration Rights Agreement,  between the
Company  and  the  Holder  of  even  date  herewith  (the  "Registration  Rights
Agreement").

                                       2
<PAGE>

         Section 1.06 Interest Payments. The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest  is  payable,  the  Holder,  in its sole
discretion,  may elect to receive  the  interest  in cash (via wire  transfer or
certified  funds) or in the form of Common  Stock.  In the event of default,  as
described in Article III Section 3.01  hereunder,  the Holder may elect that the
interest be paid in cash (via wire  transfer or certified  funds) or in the form
of Common Stock. If paid in the form of Common Stock,  the amount of stock to be
issued  will be  calculated  as  follows:  the value of the  stock  shall be the
Closing Bid Price on: (i) the date the  interest  payment is due; or (ii) if the
interest  payment is not made when due, the date the interest payment is made. A
number of shares of Common  Stock with a value  equal to the amount of  interest
due shall be issued.  No  fractional  shares will be issued;  therefore,  in the
event  that the value of the  Common  Stock  per share  does not equal the total
interest due, the Company will pay the balance in cash.

         Section 1.07 Paying Agent and  Registrar.  Initially,  the Company will
act as paying  agent and  registrar.  The Company  may change any paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.


                                   ARTICLE II.

         Section 2.01 Amendments and Waiver of Default. The Debenture may not be
amended  without the written consent of the Holder.  Notwithstanding  the above,
without  the  consent of the Holder,  the  Debenture  may be amended to cure any
ambiguity,  defect or  inconsistency,  to provide for  assumption of the Company
obligations  to the Holder or to make any change that does not adversely  affect
the rights of the Holder.


                                  ARTICLE III.

         Section  3.01  Events of  Default.  An Event of  Default  is defined as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture;  (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to the Standby Equity Distribution  Agreement of even date herewith entered into
between  the  Company  and  the  Holder  (the   "Standby   Equity   Distribution
Agreement");  (c) failure by the Company's  transfer agent to issue Common Stock
to the Holder  within  five (5) days of the  Company's  receipt of the  attached
Notice of Conversion  from Holder;  (d) failure by the Company for ten (10) days
after notice to it to comply with any of its other  agreements in the Debenture;
(e)  events of  bankruptcy  or  insolvency;  (f) a breach by the  Company of its
obligations under the Standby Equity Distribution  Agreement or the Registration
Rights  Agreement  which is not cured by the Company  within ten (10) days after
receipt of written notice  thereof.  Upon the occurrence of an Event of Default,
the  Holder  may,  in its sole  discretion,  accelerate  full  repayment  of all
debentures outstanding and accrued interest thereon or may,  notwithstanding any
limitations  contained in this Debenture and/or the Standby Equity  Distribution
Agreement,  convert all debentures outstanding and accrued interest thereon into
shares of Common Stock pursuant to Section 1.02 herein.

                                       3
<PAGE>

         Section 3.02 Failure to Issue  Unrestricted  Common Stock. As indicated
in Article III Section  3.01, a breach by the Company of its  obligations  under
the Investor  Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days,  shall entitle the Holder to accelerate
full repayment of all debentures  outstanding and accrued  interest  thereon or,
notwithstanding  any limitations  contained in this Debenture and/or the Standby
Equity Distribution Agreement, to convert all debentures outstanding and accrued
interest  thereon into shares of Common  Stock  pursuant to Section 1.02 herein.
The Company  acknowledges  that  failure to honor a Notice of  Conversion  shall
cause irreparable harm to the Holder.

                                   ARTICLE IV.

         Section 4.01 Rights and Terms of Conversion. Commencing on the date six
(6) months after the date hereof,  this Debenture,  may be converted at any time
following  the date of closing,  into shares of Common Stock at a price equal to
the Conversion Price as described in Section 1.02 above.

         Section  4.02  Re-issuance  of  Debenture.  When the  Holder  elects to
convert a part of the Debenture,  then the Company shall reissue a new Debenture
in the same form as this Debenture to reflect the new principal amount.

         Section 4.03  Termination of Conversion  Rights.  The Holder's right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall  terminate on the date that is the third (3rd) 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  Capital  Stock.  Except for the
Standby Equity Distribution  Agreement dated the date hereof between the Company
and Cornell Capital Partners, LP. so long as any of the principal of or interest
on this Debenture remains unpaid and unconverted, the Company shall not, without
the prior consent of the Holder, issue or sell (i) any Common Stock or Preferred
Stock without  consideration or for a consideration per share less than its fair
market value determined  immediately  prior to its issuance,  (ii) issue or sell
any Preferred Stock, 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,  (iii)
enter into any security  instrument  granting the holder a security  interest in
any and all assets of the  Company or (iv) file any  registration  statement  on
Form S-8.
                                       4
<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:            Videolocity International Inc.
                                  1762A Prospector Avenue
                                  Park City, Utah  84060
                                  Attention:        Robert E. Holt
                                                    President
                                  Telephone:        435-615-8338
                                  Facsimile:        435-615-9779

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

If to the Holder:                 Cornell Capital Partners, LP
                                  101 Hudson Street, Suite 3606
                                  Jersey City, New Jersey 07302
                                  Telephone:        (201) 985-8300
                                  Facsimile:        (201) 985-8266

With a copy to:                   Butler Gonzalez LLP
                                  1416 Morris Avenue - Suite 207
                                  Union, New Jersey 07083
                                  Attention:        David Gonzalez, Esq.
                                  Telephone:        (908) 810-8588
                                  Facsimile:        (908) 810-0973

         Section 6.02 Governing  Law. This Debenture  shall be deemed to be made
under and shall be construed in accordance  with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
District  of the State of New  Jersey  or the  state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.

                                       5
<PAGE>

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

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

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

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

                                    VIDEOLOCITY INTERNATIONAL INC.

                                    By:      /s/ Robert E. Holt
                                             -----------------------------------
                                    Name:    Robert E. Holt
                                    Title:   President & Chief Executive Officer



                                       6
<PAGE>


                                       A-1


                                   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   Videolocity
International  Inc.  according  to  the  conditions  stated  therein,  as of the
Conversion Date written below.

Conversion Date:                            ____________________________________
Applicable Conversion Price:                ____________________________________
Amount to be converted:                     $___________________________________
Amount of Debenture unconverted:            $___________________________________
Conversion Price per share:                 $___________________________________
Number of shares of Common Stock to be
issued:                                     ____________________________________
Please issue the shares of Common Stock
in the following name and to the
following address:                          ____________________________________
Issue to:                                   ____________________________________
Address:                                    ____________________________________
Authorized Signature:                       ____________________________________
Name:                                       ____________________________________
Title:                                      ____________________________________
Phone Number:                               ____________________________________
Broker DTC Participant Code:                ____________________________________
Account Number:                             ____________________________________