<PAGE>

                                                                   Exhibit 10.11


NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


No. 3                                                                    $50,000

                  AQUATIC CELLULOSE INTERNATIONAL CORPORATION
                           12% CONVERTIBLE DEBENTURE
                        DUE TWELVE MONTHS FROM ISSUANCE

     THIS DEBENTURE is one of a series of duly authorized and issued debentures
of Aquatic Cellulose International Corporation, a Nevada corporation, having a
principal place of business at 3704 32/nd/ Street, Suite 301, Vernon, B.C.,
Canada VIT 5N6 (the "Company"), designated as its 12% Convertible Debentures,
                     -------
due twelve months from issuance, in the aggregate principal amount of Five
Hundred Thousand Dollars ($500,000) (the "Debentures").  All references to $
                                          ----------
(dollars) shall be to US$ (United States dollars).

     FOR VALUE RECEIVED, the Company promises to pay to AJW Partners, LLC, or
its registered assigns (the "Holder"), the principal sum of $50,000, on March
                             ------
[ ], 2002/1/ or such earlier date as the Debentures are required or permitted to
be repaid as provided hereunder (the "Maturity Date") and to pay interest to the
                                      -------------
Holder on the aggregate unconverted and then outstanding principal amount of
this Debenture at the rate of 12% per annum, payable on a quarterly basis on
March 31, June 30, September 30 and December 31 of each year while this
Debenture is outstanding (each, an "Interest Payment Date") and on each
                                    ---------------------
Conversion Date (as defined herein)for such principal amount, commencing on the
earlier to occur of a Conversion Date for such principal amount and March 31,
2001/2/, in cash or shares of Common Stock (as defined in Section 6). Subject to
the terms and conditions herein, the Holder may elect to receive interest
hereunder in shares of Common Stock or cash. If interest is paid by the Company
in shares of its Common Stock, then the number of shares of Common Stock
issuable on account of such interest shall equal the cash amount of such
interest on such Interest Payment Date divided

________________________

/1/  The date which is twelve months from the Original Issue Date for the
     Debenture.

/2/  The last day of the first quarterly period following the original Issue
     Date for this Debenture.

<PAGE>

by the Conversion Price (as defined below) on such date. Interest shall be
calculated on the basis on a 360-day year and shall accrue daily commencing on
the Original Issue Date (as defined in Section 6) until payment in full of the
principal sum, together with all accrued and unpaid interest and other amounts
which may become due hereunder, has been made. Interest hereunder will be paid
to the Person (as defined in Section 6) in whose name this Debenture is
registered on the records of the Company regarding registration and transfers of
Debentures (the "Debenture Register"). All overdue accrued and unpaid interest
                 ------------------
to be paid in cash hereunder shall entail a late fee at the rate of 15% per
annum (or such lower maximum amount of interest permitted to be charged under
applicable law) ("Late Fee") (which will accrue daily, from the date such
                  --------
interest is due hereunder through and including the date of payment), payable in
cash or, at the option of the Holder, in shares of Common Stock. If such Late
Fee is paid by the Company in shares of its Common Stock, then the number of
shares of Common Stock issuable on account of such Late Fee shall equal the cash
amount of such Late Fee on such Late Fee payment date divided by the Conversion
Price on such date.

     This Debenture is subject to the following additional provisions:

     Section 1.  This Debenture is exchangeable for an equal aggregate principal
     ----------
amount of Debentures of different authorized denominations, as requested by the
Holder surrendering the same.  No service charge will be made for such
registration of transfer or exchange.

     Section 2.  This Debenture has been issued subject to certain investment
     ----------
representations of the original Holder set forth in the Purchase Agreement (as
defined in Section 6) and may be transferred or exchanged only in compliance
with the Purchase Agreement.  Prior to due presentment to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the Person (as defined in Section 6) in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

     Section 3.  Events of Default.
     ----------  -----------------

          (a)    "Event of Default", wherever used herein, means any one of the
                 ----------------
following events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

                 (i)   any default in the payment of the principal of, interest
     (including any Late Fees) on or liquidated damages in respect of, this
     Debenture, free of any claim of subordination, as and when the same shall
     become due and payable (whether on a Conversion Date or the Maturity Date
     or by acceleration or otherwise);

                 (ii)  the Company shall fail to observe or perform any other
     covenant, agreement or warranty contained in, or otherwise commit any
     breach of any of the  Transaction Documents (as defined in Section 6), and
     such failure or breach shall not

                                     -60-
<PAGE>

     have been remedied within five days after the date on which notice of such
     failure or breach shall have been given;

                 (iii) the Company or any of its subsidiaries shall commence, or
     there shall be commenced against the Company or any such subsidiary a case
     under any applicable bankruptcy or insolvency laws as now or hereafter in
     effect or any successor thereto, or the Company commences any other
     proceeding under any reorganization, arrangement, adjustment of debt,
     relief of debtors, dissolution, insolvency or liquidation or similar law of
     any jurisdiction whether now or hereafter in effect relating to the Company
     or any subsidiary thereof or there is commenced against the Company or any
     subsidiary thereof any such bankruptcy, insolvency or other proceeding
     which (with respect to cases not commenced by the Company) remains
     undismissed for a period of 60 days; or the Company or any subsidiary
     thereof is adjudicated insolvent or bankrupt; or any order of relief or
     other order approving any such case or proceeding is entered; or the
     Company or any subsidiary thereof suffers any appointment of any custodian
     or the like for it or any substantial part of its property which continues
     undischarged or unstayed for a period of 60 days; or the Company or any
     subsidiary thereof makes a general assignment for the benefit of creditors;
     or the Company shall fail to pay, or shall state that it is unable to pay,
     or shall be unable to pay, its debts generally as they become due; or the
     Company or any subsidiary thereof shall call a meeting of its creditors
     with a view to arranging a composition, adjustment or restructuring of its
     debts; or the Company or any subsidiary thereof shall by any act or failure
     to act expressly indicate its consent to, approval of or acquiescence in
     any of the foregoing; or any corporate or other action is taken by the
     Company or any subsidiary thereof for the purpose of effecting any of the
     foregoing;

                 (iv)  the Company shall default in any of its obligations under
     any other Debenture or any mortgage, credit agreement or other facility,
     indenture agreement, factoring agreement or other instrument under which
     there may be issued, or by which there may be secured or evidenced any
     indebtedness for borrowed money or money due under any long term leasing or
     factoring arrangement of the Company in an amount exceeding fifty thousand
     dollars ($50,000), whether such indebtedness now exists or shall hereafter
     be created and such default shall result in such indebtedness becoming or
     being declared due and payable prior to the date on which it would
     otherwise become due and payable;

                 (v)   the Common Stock shall not be eligible for quotation on
     and quoted for trading on the OTC Bulletin Board ("OTC') or listed for
                                                        ---
     trading on the Nasdaq SmallCap Market, New York Stock Exchange, American
     Stock Exchange or the Nasdaq National Market (each, a "Subsequent Market")
                                                            -----------------
     and shall not again be eligible for and quoted or listed for trading
     thereon within five Trading Days;

                 (vi)  the Company shall be a party to any Change of Control
     Transaction (as defined in Section 6), shall agree to sell or dispose all
     or in excess of 33% of its assets in one or more transactions (whether or
     not such sale would constitute a

                                     -61-
<PAGE>

     Change of Control Transaction), or shall redeem or repurchase more than a
     de minimis number of shares of Common Stock or other equity securities of
     the Company (other than redemptions of Underlying Shares (as defined in
     Section 6));

               (vii)  an Underlying Shares Registration Statement (as defined in
     Section 6) shall not have been declared effective by the Commission (as
     defined in Section 6) on or prior to the 120/th/ day after the Closing Date
     (as defined in the Purchase Agreement);

               (viii) if, during the Effectiveness Period (as defined in the
     Registration Rights Agreement (as defined in Section 8)), the effectiveness
     of the Underlying Shares Registration Statement lapses for any reason or
     the Holder shall not be permitted to resell Registrable Securities (as
     defined in the Registration Rights Agreement) under the Underlying Shares
     Registration Statement, in either case, for more than five consecutive
     Trading Days or an aggregate of eight Trading Days (which need not be
     consecutive Trading Days);

               (ix)   an Event (as defined in the Registration Rights Agreement)
     shall not have been cured to the satisfaction of the Holder prior to the
     expiration of thirty days from the Event Date (as defined in the
     Registration Rights Agreement) relating thereto (other than an Event
     resulting from a failure of an Underlying Shares Registration Statement to
     be declared effective by the Commission on or prior to the 120/th/ day
     after the Original Issue Date, which shall be covered by Section
     3(a)(vii));

               (x)    the Company shall fail for any reason to deliver
     certificates to a Holder by the expiration of the third Trading Day after a
     Conversion Date pursuant to and in accordance with Section 4(b) or the
     Company shall provide notice to the Holder, including by way of public
     announcement, at any time, of its intention not to comply with requests for
     conversions of any Debentures in accordance with the terms hereof;

               (xi)   the Company shall fail for any reason to deliver the
     payment in cash pursuant to a Buy-In (as defined herein) within five days
     after notice is deemed delivered hereunder; or

          (b)  If any Event of Default occurs and is continuing, the full
principal amount of this Debenture (and, at the Holder's option, all other
Debentures then held by such Holder), together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become immediately
due and payable in cash.  The aggregate amount payable upon an Event of Default
shall be equal to the sum of (i) the Mandatory Prepayment Amount (as defined in
Section 6) plus (ii) the product of (A) the number of Underlying Shares issued
in respect of conversions hereunder within thirty (30) days of the date of a
declaration of an Event of Default and then held by the Holder and (B) the Per
Share Market Value (as defined in Section 6) on the date prepayment is due or
the date the full prepayment price is paid, whichever is greater.  The Late Fee
shall commence to accrue on the prepayment amount hereunder from the seventh day
after such amount is due (being the date of an Event of Default) through the
date of prepayment

                                     -62-
<PAGE>

in full thereof, to accrue daily from the date such payment is due hereunder
through and including the date of payment. All Debentures and Underlying Shares
for which the full prepayment price hereunder shall have been paid in accordance
herewith shall promptly be surrendered to or as directed by the Company. The
Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder and the Holder shall have all rights as a Debenture Holder until such
time, if any, as the full payment under this Section shall have been received by
it. No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.

     Section 4.  Conversion.
     ----------  ----------

          (a)  (i)  Conversion at Option of Holder. (A) This Debenture shall be
                    ------------------------------
convertible into shares of Common Stock at the option of the Holder, in whole or
in part at any time and from time to time, after the Original Issue Date
(subject to the limitations on conversion set forth in Section 4(a)(ii) hereof).
The number of shares of Common Stock issuable upon a conversion hereunder equals
the sum of (i) the quotient obtained by dividing (x) the outstanding principal
amount of this Debenture to be converted by (y) the Conversion Price (as defined
herein), and (ii) the amount equal to (I) the product of (x) the outstanding
principal amount of this Debenture to be converted and (y) the product of (1)
the quotient obtained by dividing .12 by 360 and (2) the number of days for
which such principal amount was outstanding, divided by (II) the Conversion
Price on the Conversion Date, provided, that if the Holder shall have elected to
                              --------
receive the interest due on a Conversion Date in cash, subsection (ii) shall not
be used in the calculation of the number of shares of Common Stock issuable upon
a conversion hereunder.

               (B)  The Holder shall effect conversions by delivering to the
Company a completed notice in the form attached hereto as Exhibit A (a
                                                          ---------
"Conversion Notice") including a completed Conversion Schedule in the form of
 -----------------
Schedule 1 to the Conversion Notice (on each Conversion Date, the "Conversion
----------                                                         ----------
Schedule"). The Conversion Schedule shall set forth the remaining principal
--------
amount of this Debenture and all accrued and unpaid interest thereon subsequent
to the conversion at issue. The date on which a Conversion Notice is delivered
is the "Conversion Date." Unless the Holder is converting the entire principal
        ---------------
amount outstanding under this Debenture, the Holder is not be required to
physically surrender this Debenture to the Company in order to effect
conversions. Subject to Section 4(b), each Conversion Notice, once given, shall
be irrevocable. Conversions hereunder shall have the effect of lowering the
outstanding principal amount of this Debenture plus all accrued and unpaid
interest thereon in an amount equal to the applicable conversion, which shall be
evidenced by entries set forth in the Conversion Schedule. The Holder and the
Company shall maintain records showing the principal amount converted and the
date of such conversions. In the event of any dispute or discrepancy, the
records of the Holder shall be controlling and determinative in the absence of
manifest error.

               (ii)  Certain Conversion Restrictions.
                     --------------------------------

                                     -63-
<PAGE>

                    (A)  A Holder may not convert Debentures or receive shares
of Common Stock as payment of interest hereunder to the extent such conversion
or receipt of such interest payment would result in the Holder, together with
any affiliate thereof, beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules promulgated thereunder) in
excess of 4.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon conversion of, and payment of interest on, the
Debentures held by such Holder after application of this Section. Since the
Holder will not be obligated to report to the Company the number of shares of
Common Stock it may hold at the time of a conversion hereunder, unless the
conversion at issue would result in the issuance of shares of Common Stock in
excess of 4.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of
which portion of the principal amount of Debentures are convertible shall be the
responsibility and obligation of the Holder. If the Holder has delivered a
Conversion Notice for a principal amount of Debentures that, without regard to
any other shares that the Holder or its affiliates may beneficially own, would
result in the issuance in excess of the permitted amount hereunder, the Company
shall notify the Holder of this fact and shall honor the conversion for the
maximum principal amount permitted to be converted on such Conversion Date in
accordance with the periods described in Section 4(b) and, at the option of the
Holder, either retain any principal amount tendered for conversion in excess of
the permitted amount hereunder for future conversions or return such excess
principal amount to the Holder. The provisions of this Section may be waived by
a Holder (but only as to itself and not to any other Holder) upon not less than
61 days prior notice to the Company. Other Holders shall be unaffected by any
such waiver.

                    (B)  A Holder may not convert Debentures or receive shares
of Common Stock as payment of interest hereunder to the extent such conversion
or receipt of such interest payment would result in the Holder, together with
any affiliate thereof, beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules promulgated thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon conversion of, and payment of interest on, the
Debentures held by such Holder after application of this Section. Since the
Holder will not be obligated to report to the Company the number of shares of
Common Stock it may hold at the time of a conversion hereunder, unless the
conversion at issue would result in the issuance of shares of Common Stock in
excess of 9.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of
which portion of the principal amount of Debentures are convertible shall be the
responsibility and obligation of the Holder. If the Holder has delivered a
Conversion Notice for a principal amount of Debentures that, without regard to
any other shares that the Holder or its affiliates may beneficially own, would
result in the issuance in excess of the permitted amount hereunder,

                                     -64-
<PAGE>

the Company shall notify the Holder of this fact and shall honor the conversion
for the maximum principal amount permitted to be converted on such Conversion
Date in accordance with the periods described in Section 4(b) and, at the option
of the Holder, either retain any principal amount tendered for conversion in
excess of the permitted amount hereunder for future conversions or return such
excess principal amount to the Holder. The provisions of this Section may be
waived by a Holder (but only as to itself and not to any other Holder) upon not
less than 61 days prior notice to the Company. Other Holders shall be unaffected
by any such waiver.

          (b)  (i)  Not later than three Trading Days after any Conversion Date,
the Company will deliver to the Holder (i) a certificate or certificates which
shall be free of restrictive legends and trading restrictions (other than those
required by Section 3.1(b) of the Purchase Agreement) representing the number of
shares of Common Stock issuable upon such conversion in accordance with the
terms hereof (subject to the limitations set forth in Section 4(a)(ii) hereof),
(ii)   if the Holder has elected to receive accrued interest in cash, the
Company will deliver to the Holder a bank check, payable to Holder, in the
amount of accrued and unpaid interest.  If requested by a Holder, the Company
will use its best efforts to deliver conversion shares electronically through
the Depository Trust Corporation or another established clearing corporation
performing similar functions.  If shares of Common Stock issuable following a
Conversion Notice are not delivered to or as directed by the Holder by the third
Trading Day after a Conversion Date, the Holder shall be entitled by written
notice to the Company at any time on or before its receipt of such shares, to
rescind such conversion, in which event the Company shall immediately return to
the Holder a Debenture in principal amount equal to the principal amount,
interest and all other amounts due in respect of the Conversion Notice (provided
the Holder is converting the entire principal amount outstanding under this
Debenture).

                    (ii)  If the Company fails to deliver to the Holder such
certificate or certificates pursuant to Section 4(b)(i) by the third Trading Day
after the Conversion Date, the Company shall pay to such Holder, in cash, as
liquidated damages and not as a penalty, $2,500 for each Trading Day after such
third Trading Day until such certificates are delivered. Nothing herein shall
limit a Holder's right to pursue actual damages or declare an Event of Default
pursuant to Section 3 herein for the Company's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. The exercise of any such rights shall not
prohibit the Holders from seeking to enforce damages pursuant to any other
Section hereof or under applicable law. Further, if the Company shall not have
delivered any cash due in respect of conversions of Debentures or as payment of
interest thereon by the third Trading Day after the Conversion Date, the Holder
may, by notice to the Company, require the Company to issue shares of Common
Stock pursuant to Section 4(c), except that for such purpose the Conversion
Price applicable thereto shall be the lesser of the Conversion Price on the
Conversion Date and the Conversion Price on the date of such Holder demand. Any
such shares will be subject to the provision of this Section.

                                     -65-
<PAGE>

                    (iii) In addition to any other rights available to the
Holder, if the Company fails for any reason to deliver to the Holder such
certificate or certificates pursuant to Section 4(b)(i) by the third Trading Day
after the Conversion Date, and if after such third Trading Day the Holder
purchases (in an open market transaction or otherwise) Common Stock to deliver
in satisfaction of a sale by such Holder of the Underlying Shares which the
Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company
                                                      ------
shall (A) pay in cash to the Holder (in addition to any remedies available to or
elected by the Holder) the amount by which (x) the Holder's total purchase price
(including brokerage commissions, if any) for the Common Stock so purchased
exceeds (y) the product of (1) the aggregate number of shares of Common Stock
that such Holder anticipated receiving from the conversion at issue multiplied
by (2) the market price of the Common Stock at the time of the sale giving rise
to such purchase obligation and (B) at the option of the Holder, either reissue
Debentures in principal amount equal to the principal amount of the attempted
conversion or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its delivery
requirements under Section 4(b)(i).  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted conversion of Debentures with respect to which the market price of
the Underlying Shares on the date of conversion was a total of $10,000 under
clause (A) of the immediately preceding sentence, the Company shall be required
to pay the Holder $1,000.  The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In.
Notwithstanding anything contained herein to the contrary, if a Holder requires
the Company to make payment in respect of a Buy-In for the failure to timely
deliver certificates hereunder and the Company timely pays in full such payment,
the Company shall not be required to pay such Holder liquidated damages under
Section 4(b)(ii) in respect of the certificates resulting in such Buy-In.

               (c)  (i)   The conversion price (the "Conversion Price") in
                                                     ----------------
effect on any Conversion Date shall be the lesser of (1) $0.083 (the "Initial
                                                                      -------
Conversion Price"), and (2) 66.67% of the average of the lowest three inter-day
----------------
sales prices of the Common Stock (which need not occur on consecutive Trading
Days but which may not include prices that are sales by the Holder) during the
twenty Trading Days immediately preceding the applicable Conversion Date (which
may include Trading Days prior to the Original Issue Date), provided, that such
                                                            --------
twenty Trading Day period shall be extended for the number of Trading Days
during such period in which (A) trading in the Common Stock is suspended by the
OTC or a Subsequent Market on which the Common Stock is then listed, or (B)
after the date declared effective by the Commission, the Underlying Shares
Registration Statement is either not effective, the Prospectus included in the
Underlying Shares Registration Statement may not be used by the Holder for the
resale of Underlying Shares.


                          (ii)  If the Company, at any time while the Debentures
are outstanding, (a) shall pay a stock dividend or otherwise make a distribution
or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock, (b) subdivide
outstanding shares of Common Stock into a larger number of shares, (c) combine
(including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of
the Common

                                     -66-
<PAGE>

Stock any shares of capital stock of the Company, then the Initial Conversion
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of shares of
Common Stock outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

                    (iii)  If the Company, at any time while the Debentures are
outstanding, shall issue rights, options or warrants to all holders of Common
Stock (and not to Holders) entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Per Share Market Value at the
record date mentioned below, then the Conversion Price shall be multiplied by a
fraction, of which the denominator shall be the number of shares of the Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the numerator shall be the
number of shares of the Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants plus the number
of shares which the aggregate offering price of the total number of shares so
offered would purchase at such Per Share Market Value.  Such adjustment shall be
made whenever such rights or warrants are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants.  However, upon the expiration of
any such right, option or warrant to purchase shares of the Common Stock the
issuance of which resulted in an adjustment in the Conversion Price pursuant to
this Section, if any such right, option or warrant shall expire and shall not
have been exercised, the Conversion Price shall immediately upon such expiration
be recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of this Section after the
issuance of such rights or warrants) had the adjustment of the Conversion Price
made upon the issuance of such rights, options or warrants been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock actually purchased upon the exercise of such rights, options or
warrants actually exercised.

                    (iv)   If the Company or any subsidiary thereof, as
applicable with respect to Common Stock Equivalents (as defined below), at any
time while Debentures are outstanding shall issue shares of Common Stock or
rights, warrants, options or other securities or debt that are convertible into
or exchangeable for shares of Common Stock ("Common Stock Equivalents"),
                                             ------------------------
entitling any Person to acquire shares of Common Stock at a price per share less
than the Conversion Price (if the holder of the Common Stock or Common Stock
Equivalent so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warranty options or rights per share which are issued in
connection with such issuance, be entitled to receive shares of Common Stock at
a price per share which is less than the Conversion Price, such issuance shall
be deemed to have occurred for less than the Conversion Price), then, at the
sole option of the Holder, the Conversion Price shall be adjusted to mirror the
conversion, exchange or

                                     -67-
<PAGE>

purchase price for such Common Stock or Common Stock Equivalents (including any
reset provisions thereof) at issue. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. The Company shall notify
the Holder and the Escrow Agent in writing, no later than the business day
following the issuance of any Common Stock or Common Stock Equivalent subject to
this section, indicating therein the applicable issuance price, or of applicable
reset price, exchange price, conversion price and other pricing terms. No
adjustment under this Section shall be made as a result of (i) issuances of
Common Stock or Common Stock Equivalents to the extent disclosed in Schedule
2.1(c) to the Purchase Agreement, (ii) issuances and exercises of options to
purchase shares of Common Stock issued for compensatory purposes pursuant to any
of the Company's stock option or stock purchase plans, or (iii) exercises under
the Warrants (as defined in the Purchase Agreement).

                    (v)  If the Company, at any time while Debentures are
outstanding, shall distribute to all holders of Common Stock (and not to
Holders) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security, then in each such case the Conversion
Price at which Debentures shall thereafter be convertible shall be determined by
multiplying the Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Per Share Market Value
determined as of the record date mentioned above, and of which the numerator
shall be such Per Share Market Value on such record date less the then fair
market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holders of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.

                    (vi) In case of any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, the Holders shall have the right
thereafter to, at their option, (A) convert the then outstanding principal
amount, together with all accrued but unpaid interest and any other amounts then
owing hereunder in respect of this Debenture only into the shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of the Common Stock following such reclassification or share exchange,
and the Holders of the Debentures shall be entitled upon such event to receive
such amount of securities, cash or property as the shares of the Common Stock of
the Company into which the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Debenture could have been converted immediately prior to such
reclassification or share exchange would have been entitled or (B) require the
Company to prepay the aggregate of its outstanding principal amount of
Debentures, plus all interest and other amounts due and payable thereon, at a
price determined in accordance with Section 3(b). The entire prepayment price
shall be paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.

                                     -68-
<PAGE>

                    (vii)  All calculations under this Section 4 shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be. No
adjustments in either the Conversion Price or the Initial Conversion Price shall
be required if such adjustment is less than $0.01, provided, however, that any
                                                   --------
adjustments which by reason of this Section are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.

                    (viii) Whenever either the Initial Conversion Price or the
Conversion Price is adjusted pursuant to any of Section 4(c)(ii) - (v), the
Company shall promptly mail to each Holder a notice setting forth the Initial
Conversion Price or Conversion Price (as applicable) after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                    (ix)   If (A) the Company shall declare a dividend (or any
other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of the Debentures, and shall
cause to be mailed to the Holders at their last addresses as they shall appear
upon the stock books of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided, that the
                                                         --------
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.  Holders are entitled to convert Debentures during the 20-day
period commencing the date of such notice to the effective date of the event
triggering such notice.

                    (x)    In case of any (1) merger or consolidation of the
Company with or into another Person, or (2) sale by the Company of more than
one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under
Section 3(b), (B) convert its aggregate principal amount of Debentures then
outstanding into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger, consolidation or sale,

                                     -69-
<PAGE>

and such Holder shall be entitled upon such event or series of related events to
receive such amount of securities, cash and property as the shares of Common
Stock into which such aggregate principal amount of Debentures could have been
converted immediately prior to such merger, consolidation or sales would have
been entitled, or (C) in the case of a merger or consolidation, require the
surviving entity to issue to the Holder convertible debentures with a principal
amount equal to the aggregate principal amount of Debentures then held by such
Holder, plus all accrued and unpaid interest and other amounts owing thereon,
which newly issued convertible debentures shall have terms identical (including
with respect to conversion) to the terms of this Debenture, and shall be
entitled to all of the rights and privileges of a Holder of Debentures set forth
herein and the agreements pursuant to which the Debentures were issued.   In the
case of clause (C), the conversion price applicable for the newly issued shares
of convertible preferred stock or convertible debentures shall be based upon the
amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior
to the effectiveness or closing date for such transaction.  The terms of any
such merger, sale or consolidation shall include such terms so as to continue to
give the Holders the right to receive the securities, cash and property set
forth in this Section upon any conversion or redemption following such event.
This provision shall similarly apply to successive such events.

          (d)  The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued shares of Common Stock solely for
the purpose of issuance upon conversion of the Debentures and payment of
interest on the Debentures, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the
Holders, not less than such number of shares of the Common Stock as shall
(subject to any additional requirements of the Company as to reservation of such
shares set forth in the Purchase Agreement) be issuable (taking into account the
adjustments and restrictions of Section 4(b)) upon the conversion of the
outstanding principal amount of the Debentures and payment of interest
hereunder.  The Company covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly and validly authorized, issued and fully
paid, nonassessable and, if the Underlying Shares Registration Statement has
been declared effective under the Securities Act, registered for public sale in
accordance with such Underlying Shares Registration Statement.

          (e)  Upon a conversion hereunder the Company shall not be required to
issue stock certificates representing fractions of shares of the Common Stock,
but may if otherwise permitted, make a cash payment in respect of any final
fraction of a share based on the Per Share Market Value at such time.  If the
Company elects not, or is unable, to make such a cash payment, the Holder shall
be entitled to receive, in lieu of the final fraction of a share, one whole
share of Common Stock.

          (f)  The issuance of certificates for shares of the Common Stock on
conversion of the Debentures shall be made without charge to the Holders thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such certificate, provided that the Company shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate

                                     -70-
<PAGE>

upon conversion in a name other than that of the Holder of such Debentures so
converted and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

          (g)    Any and all notices or other communications or deliveries to be
provided by the Holders hereunder, including, without limitation, any Conversion
Notice, shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service or sent by certified or
registered mail, postage prepaid, addressed to the Company, at 3704 32/nd/
Street, Suite 301 Vernon, B.C., Canada, VIT 5N6, Facsimile No.: (250) 558-5470,
attention Chief Financial Officer, or such other address or facsimile number as
the Company may specify for such purposes by notice to the Holders delivered in
accordance with this Section, with a copy to (other than for Conversion Notices)
Owen M. Naccarato, Esq. (facsimile number (949) 851-9262).  Any and all notices
or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service or sent by certified or registered mail,
postage prepaid, addressed to each Holder at the facsimile telephone number or
address of such Holder appearing on the books of the Company, or if no such
facsimile telephone number or address appears, at the principal place of
business of the Holder.  Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 6:30 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 6:30 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date, (iii) four days
after deposit in the United States mail, (iv) the Business Day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(v) upon actual receipt by the party to whom such notice is required to be
given.

     Section 5.  Optional Prepayment.
     ----------  -------------------

          (a)    Subject to Section 5(b) below, the Company shall have the
right, exercisable at any time and from time to time after the Original Issue
Date, in accordance with the terms hereof and upon ten Trading Days' prior
written notice to the Holders to be prepaid (an "Optional Prepayment Notice"),
                                                 --------------------------
to prepay all or any portion of the outstanding principal amount of the
Debentures which has not previously been repaid or for which Conversion Notices
have not previously been delivered. The prepayment price applicable to
prepayments under this Section 5(a) shall equal the Prepayment Price and shall
be paid in cash. Any such prepayment shall be free of any claim of
subordination. The Holders shall have the right to tender, and the Company shall
honor, Conversion Notices delivered prior to the expiration of the tenth Trading
Day after receipt by the Holders of an Optional Prepayment Notice for such
Debentures (the tenth Trading Day after receipt by the Holders of an Optional
Prepayment Notice is referred to herein as the "Optional Prepayment Date")
                                                ------------------------

                                    -71-
<PAGE>

          (b)  The Company shall not be entitled to deliver an Optional
Prepayment Notice to the Holder (and, if after delivery thereof and prior to the
Optional Prepayment Date, any of the following conditions shall cease to be met,
such notice, at the option of the Holders, shall be deemed no longer effective)
if:  (i) the number of shares of Common Stock at the time authorized, unissued
and unreserved for all purposes is insufficient to satisfy the Company's
conversion obligations of the aggregate principal amount of Debentures then
outstanding, or (ii) there is neither an effective Underlying Shares
Registration Statement under which the Holders can resell all of the issued
Underlying Shares and all of the Underlying Shares as are issuable upon
conversion in full of the principal amount of Debentures subject to an Optional
Prepayment Notice nor may all of such issued and issuable Underlying Shares be
sold by the Holders subject to such prepayment without volume restrictions
pursuant to Rule 144 promulgated under the Securities Act, as determined by
counsel to the Company pursuant to a written opinion letter, addressed to the
Company's transfer agent in the form and substance acceptable to the Holders and
such transfer agent, or (iii) the Common Stock is not then listed or quoted for
trading on the OTC or on a Subsequent Market.

          (c)  If any portion of the Prepayment Price shall not be paid by the
Company by the second (2/nd/) Trading Day following the Optional Prepayment
Date, the Prepayment Price shall be increased by 15% per annum (or such lesser
maximum amount that is permitted to be paid by applicable law) to accrue daily
from the date such interest is due hereunder through and including the date of
payment (which amount shall be paid as liquidated damages and not as a penalty).
In addition, if any portion of the Prepayment Price remains unpaid through the
expiration of the Optional Prepayment Date, the Holder subject to such
prepayment may elect by written notice to the Company to either (x) demand
conversion in accordance with the formula and the time period therefor set forth
in Section 4 of any portion of the principal amount of Debentures for which the
Prepayment Price, plus accrued liquidated damages and accrued interest thereon,
has not been paid in full (the "Unpaid Prepayment Principal Amount"), in which
                                ----------------------------------
event the applicable Per Share Market Value shall be the lower of the Per Share
Market Value calculated on the Optional Prepayment Date and the Per Share Market
Value as of the Holder's written demand for conversion, or (y) invalidate ab
initio such optional prepayment, notwithstanding anything herein contained to
the contrary.  If the Holder elects option (x) above, the Company shall, within
five Trading Days after such election is deemed delivered hereunder, deliver to
the Holder the shares of Common Stock issuable upon conversion of the Unpaid
Prepayment Principal Amount subject to such conversion demand and otherwise
perform its obligations hereunder with respect thereto.  If the Holder elects
option (y) above, the Company shall promptly, and in any event not later than
five Trading Days from receipt of notice of such election, return to the Holder
new Debentures for the full Unpaid Prepayment Principal Amount and shall no
longer have any prepayment rights under this Debenture.  If, upon an election
under option (x) above, the Company fails to deliver certificates representing
the shares of Common Stock issuable upon conversion of the Unpaid Prepayment
Principal Amount within the time period set forth in this Section, the Company
shall pay to the Holder in cash, as liquidated damages and not as a penalty,
$2,500 per day until the Company delivers such certificates to the Holder.

                                     -72-
<PAGE>

     Section 6.  Definitions.  For the purposes hereof, the following terms
     ----------  -----------
shall have the following meanings:

          "Business Day" means any day except Saturday, Sunday and any day which
           ------------
shall be a federal legal holiday in the United States or Canada or a day on
which banking institutions in the State of New York or the province of British
Columbia, Canada are authorized or required by law or other government action to
close.

          "Change of Control Transaction"  means the occurrence of any of (i) an
           -----------------------------
acquisition after the date hereof by an individual or legal entity or "group"
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 33% of the
voting securities of the Company, (ii) a replacement at one time or over time of
more than one-half of the members of the Company's board of directors which is
not approved by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date hereof), (iii) the merger of the Company with or into
another entity that is not wholly-owned by the Company, consolidation or sale of
50% or more of the assets of the Company in one or a series of related
transactions, or (iv) the execution by the Company of an agreement to which the
Company  is a party or by which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii).

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Stock" means the common stock, $0.001 par value per share, of
           ------------
the Company and stock of any other class into which such shares may hereafter
have been reclassified or changed.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.
           ------------

          "Mandatory Prepayment Amount" for any Debentures shall equal the sum
           ---------------------------
of (i) the greater of (A) 130% of the principal amount of Debentures to be
prepaid, plus all accrued and unpaid interest thereon, and (B) the principal
amount of Debentures to be prepaid, plus all accrued and unpaid interest
thereon, divided by the Conversion Price on (x) the date the Mandatory
Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory
Prepayment Amount is paid in full, whichever is less, multiplied by the Per
Share Market Value on (x) the date the Mandatory Prepayment Amount is demanded
or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in
full, whichever is greater, and (ii) all other amounts, costs, expenses and
liquidated damages due in respect of such Debentures.

          "Original Issue Date" shall mean the date of the first issuance of the
           -------------------
Debentures regardless of the number of transfers of any Debenture and regardless
of the number of instruments which may be issued to evidence such Debenture.

                                     -73-
<PAGE>

          "Per Share Market Value" means on any particular date (a) the closing
           ----------------------
bid price per share of Common Stock on such date on the Subsequent Market on
which the shares of Common Stock are then listed or quoted (as reported by
Bloomberg L.P. at 4:15 PM (New York time) for the closing sales price for
regular session trading on such day), or if there is no such price on such date
(as reported by Bloomberg L.P. at 4:15 PM (New York time) for the closing sales
price for regular session trading on such day), then the closing bid price on
the Subsequent Market on the date nearest preceding such date, or (b) if the
shares of Common Stock are not then listed or quoted on  a Subsequent Market,
the closing bid price for a share of Common Stock in the OTC, as reported by the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the shares of Common Stock are not then reported by the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Holder, or (d) if the shares of Common Stock are not then publicly traded
the fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the Holders of a majority in interest of the principal
amount of Debentures then outstanding.

          "Person" means a corporation, an association, a partnership,
           ------
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

          "Prepayment Price" for any Debentures shall equal the sum of (i) the
           ----------------
greater of (A) 130% of the principal amount of Debentures to be prepaid, plus
all accrued and unpaid interest thereon, and (B) the principal amount of
Debentures to be prepaid, plus all accrued and unpaid interest thereon, divided
by the Conversion Price on (x) the date the Mandatory Prepayment Amount is
demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is
paid in full, whichever is less, multiplied by the Per Share Market Value on (x)
the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the
date the Mandatory Prepayment Amount is paid in full, whichever is greater, and
(ii) all other amounts, costs, expenses and liquidated damages due in respect of
such Debentures.

          "Purchase Agreement" means the Securities Purchase Agreement, dated as
           ------------------
of January 25, 2001, to which the Company and the original Holder are parties,
as amended, modified or supplemented from time to time in accordance with its
terms.

          "Registration Rights Agreement" means the Registration Rights
           -----------------------------
Agreement, dated January 25, 2001,  to which the Company and the original Holder
are parties, as amended, modified or supplemented from time to time in
accordance with its terms.

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations promulgated thereunder.

          "Trading Day" means (a) a day on which the shares of Common Stock are
           -----------
traded on the OTC or on such Subsequent Market on which the shares of Common
Stock are then listed or quoted, or (b) if the shares of Common Stock are not
listed on a Subsequent Market, a day on

                                     -74-
<PAGE>

which the shares of Common Stock are traded in the over-the-counter market, as
reported by the OTC, or (c) if the shares of Common Stock are not quoted on the
OTC, a day on which the shares of Common Stock are quoted in the over-the-
counter market as reported by the National Quotation Bureau Incorporated (or any
similar organization or agency succeeding its functions of reporting prices);
provided, that in the event that the shares of Common Stock are not listed or
--------
quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any
day except a Business Day.

          "Transaction Documents" shall have the meaning set forth in the
           ---------------------
Purchase Agreement.

          "Underlying Shares" means the shares of Common Stock issuable upon
           -----------------
conversion of Debentures or as payment of interest in accordance with the terms
hereof.

          "Underlying Shares Registration Statement" means a registration
           ----------------------------------------
statement meeting the requirements set forth in the Registration Rights
Agreement, covering among other things the resale of the Underlying Shares and
naming the Holder as a "selling stockholder" thereunder.

     Section 7.  Except as expressly provided herein, no provision of this
     ----------
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, interest and liquidated damages (if
any) on, this Debenture at the time, place, and rate, and in the coin or
currency, herein prescribed.  This Debenture is a direct obligation of the
Company.  This Debenture ranks pari passu with all other Debentures now or
                               ---- -----
hereafter issued under the terms set forth herein.  As long as there are
Debentures outstanding, the Company shall not and shall cause it subsidiaries
not to, without the consent of the Holders, (i) amend its certificate of
incorporation, bylaws or other charter documents so as to adversely affect any
rights of the Holders; (ii) repay, repurchase or offer to repay, repurchase or
otherwise acquire shares of its Common Stock or other equity securities other
than as to the Underlying Shares to the extent permitted or required under the
Transaction Documents; or (iii) enter into any agreement with respect to any of
the foregoing. The Company may only voluntarily prepay the outstanding principal
amount on the Debentures in accordance with Section 5 hereof.

     Section 8.  This Debenture shall not entitle the Holder to any of the
     ----------
rights of a stockholder of the Company, including without limitation, the right
to vote, to receive dividends and other distributions, or to receive any notice
of, or to attend, meetings of stockholders or any other proceedings of the
Company, unless and to the extent converted into shares of Common Stock in
accordance with the terms hereof.

     Section 9.  If this Debenture shall be mutilated, lost, stolen or
     ----------
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Debenture, or in lieu of or in
substitution for a lost, stolen or destroyed debenture, a new Debenture for the
principal amount of this Debenture so mutilated, lost, stolen or destroyed but
only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

                                     -75-
<PAGE>

     Section 10.  No indebtedness of the Company is senior to this Debenture in
     -----------
right of payment, whether with respect to interest, damages or upon liquidation
or dissolution or otherwise. The Company will not and will not permit any of its
subsidiaries to, directly or indirectly, enter into, create, incur, assume or
suffer to exist any indebtedness of any kind, on or with respect to any of its
property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom that is senior in any respect to the Company's
obligations under the Debentures.

     Section 11.  This Debenture shall be governed by and construed in
     -----------
accordance with the laws of the State of New York, without giving effect to
conflicts of laws thereof.  The Company and the Holder hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or that such suit, action or proceeding is
improper.  Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by
law. Each party irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.  If either party shall commence an action or proceeding to enforce any
provisions of a Transaction Document, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its' attorneys fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.

     Section 12.  Any waiver by the Company or the Holder of a breach of any
     -----------
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of  any breach of any other provision
of this Debenture.  The failure of the Company or the Holder to insist upon
strict adherence to any term of this Debenture on one or more occasions shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Debenture.
Any waiver must be in writing.

     Section 13.  If any provision of this Debenture is invalid, illegal or
     -----------
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.  If it shall be found
that any interest or other amount deemed interest due hereunder shall violate
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The

                                     -76-
<PAGE>

Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on the Debentures as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

     Section 14.  Whenever any payment or other obligation hereunder shall be
     -----------
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

     Section 15.  The payment obligations under this Debenture and the
     -----------
obligations of the Company to the Holder arising upon the conversion of all or
any of the Debentures in accordance with the provisions hereof are secured
pursuant to the Security Agreement (as defined in the Purchase Agreement).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGE FOLLOWS]

                                     -77-
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this secured Convertible
Debenture to be duly executed by a duly authorized officer as of the date first
above indicated.


                                   AQUATIC CELLULOSE
                                   INTERNATIONAL CORPORATION



                                   By: /s/ Gary Ackles
                                      ---------------------------------------
                                      Name:  Gary Ackles
                                      Title: Chief Executive Officer
<PAGE>

                                   EXHIBIT A

                             NOTICE OF CONVERSION


The undersigned hereby elects to convert principal and, if specified, interest
under the 12% Secured Convertible Debenture of the Company due twelve months
from issuance into shares of common stock, $0.001 par value per share (the
"Common Stock"), of Aquatic Cellulose International Corporation (the "Company")
according to the conditions hereof, as of the date written below.  If shares 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 and opinions as reasonably requested by the Company
in accordance therewith.  No fee will be charged to the holder for any
conversion, except for such transfer taxes, if any.

Conversion calculations:      __________________________________________________
                              Date to Effect Conversion

                              __________________________________________________
                              Principal Amount of Debentures to be Converted

                              Payment of Interest in Kind      [_]   Yes
                                                                  [_] No
                                   If yes, $ _______ of Interest Accrued on
                                   Account of Conversion at Issue

                              __________________________________________________
                              Number of shares of Common Stock to be Issued

                              __________________________________________________
                              Applicable Conversion Price

                              __________________________________________________
                              Signature

                              __________________________________________________
                              Name

                              __________________________________________________
                              Address
<PAGE>

                                  Schedule 1

                              CONVERSION SCHEDULE

Aquatic Cellulose International Corporation 12% Secured Convertible Debentures
dated March [ ], 2002, in the aggregate principal amount of $500,000 issued by
Aquatic Cellulose International Corporation. This Conversion Schedule reflects
conversions made under Section 4(a)(i) of the above referenced Debentures.

                                    Dated:


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                                       Aggregate
                                       Principal
     Date of                            Amount
   Conversion        Amount of         Remaining
  (or for first      Conversion      Subsequent to      Company Attest
 entry, Original                       Conversion
   Issue Date)                        (or original
                                       Principal
                                        Amount)
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<PAGE>

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                                       Aggregate
                                       Principal
     Date of                            Amount
   Conversion        Amount of         Remaining
  (or for first      Conversion      Subsequent to      Company Attest
 entry, Original                       Conversion
   Issue Date)                        (or original
                                       Principal
                                        Amount)
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