EXHIBIT 6.4
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Issued to:    KARLGER LIMITED
              Tropic Isle Building
              P.O. Box 438 Road Town
              Tortola, British Virgin Islands

                               SBS INTERACTIVE CO.
                              SBS INTERACTIVE, INC.
                            200 Viceroy Ave., Unit 5
                                Concord, Ontario
                           L4K 3N8 Fax (905) 660-1122

                          CONVERTIBLE SECURED DEBENTURE
                          -----------------------------

$72,000.00 (US)                                                 October 30, 2002

1. Each of SBS Interactive Co., a Florida Corporation and SBS Interactive, Inc.,
a Nevada Corporation (collectively hereinafter referred to as the "Company") for
value received hereby promises to pay, jointly and severally, to Karlgar Limited
("Karlgar"), at its address specified above or such other address as Karlgar may
designate in writing, the principal amount of Seventy Two Thousand Dollars
($72,000) (the "Principal Amount") in the manner hereinafter provided, together
with all other moneys which may from time to time be owing hereunder or pursuant
hereto.

2. PRINCIPAL PAYMENTS. Subject to the provisions of this Convertible Secured
Debenture, the said principal amount, together with all other monies owing
hereunder, shall become due and payable on the date which is ninety (90) days
from the date hereof.

3. REDEMPTION. This Convertible Secured Debenture shall be redeemable in full at
any time prior to maturity, upon at least ten (10) days prior written notice.

4. SECURITY. As security for the payment of the principal, interest and all
other moneys from time to time payable under this Convertible Secured Debenture,
and the performance by the Company of all its obligations hereunder and to
better secure the principal, interest and other monies from time to time secured
hereunder, but subject to Permitted Encumbrances and to the exception as to
leaseholds hereinafter contained, the Company hereby grants a security interest
in and grants, assigns, mortgages and charges, as and by way of a first, fixed
and specific mortgage and charge to and in favour of Karlgar:

     (a)  all real immoveable property, both freehold and leasehold, now owned
          or hereafter acquired by the Company or its parent or subsidiaries,
          together with all buildings, erections, fixed machinery and fixed
          equipment presently situated thereon or which may at any time
          hereafter be constructed or placed thereon or used in connection
          therewith;




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     (b)  all furniture, machinery, equipment, vehicles, accessories and other
          tangible personal property (other than Inventory) now owned or
          hereafter acquired by the Company or its parent or subsidiaries or in
          respect of which the Company or its parent or subsidiaries now or
          hereafter has any right, title or interest, together with any proceeds
          of sale or disposition thereof;

     (c)  All intellectual and intangible property, including without
          limitation, all patents, copyrights, trade marks, trade secrets,
          source code, object code now owned or hereafter acquired by the
          Company or its parent or subsidiaries or in respect of which the
          Company or its parent or subsidiaries now or hereafter has any right,
          title or interest, together with any proceeds of sale or disposition
          thereof;

     (d)  All proceeds of the foregoing.

     And for the same consideration and purposes and subject to the same
exceptions, the Company hereby charges as and by way of a first floating charge
to and in favour of Karlgar the undertaking of the Company and all its property
and assets for the time being, both present and future, and of whatsoever nature
and wherever situate (other than property and assets from time to time
effectively subjected to the fixed and specific mortgages and charges created
hereby or by any instrument supplemental hereto).

     Provided that such floating charge shall not prevent the Company from time
to time until the security hereby constituted shall have become enforceable from
selling, leasing or otherwise disposing of the property, rights and assets
included in such floating charge or from giving security constituting Permitted
Encumbrances, all in the ordinary course of its business and subject to the
provisions of this Convertible Secured Debenture. In particular, the Company may
give security to its bankers on its Inventory or by way of assignment of its
accounts receivable (except to the extent such accounts receivable represent
proceeds of the sale or disposition of property specifically mortgaged or
charged hereunder or under any instrument supplemental hereto) and such security
if, validly perfected shall rank prior to the lien hereof on such assets without
further action by Karlgar. Notwithstanding any other provision of this
Convertible Secured Debenture except as provided in the foregoing sentence, the
security interests constituted hereby and by any supplemental security granted
to Karlgar shall not be subordinate to, nor is there any intention to
subordinate such security interests to, any Permitted Encumbrances or security
interests held by others.

     All security interests created by this Convertible Secured Debenture attach
immediately upon execution of the Convertible Secured Debenture. The attachment
of the floating charge has not been postponed and the floating charge shall
attach to any particular property intended to be subject to it as soon as the
Company has rights in such property. All property and assets of the Company
whether specifically charged or subjected to the floating charge are hereinafter
referred to as the "Mortgaged Premises".



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5. CONVERSION OF DEBENTURE. At any time prior to the repayment of the Principal
Amount, Karlgar shall have the right to require the Company to convert all or
any portion of the Principal Amount owing by the Company hereunder into fully
paid and non-assessable common shares (the "Shares") of SBS Interactive, Co. at
a conversion rate equal to one (1) common share for the lesser of:

     (a)  Two Dollars ($2.00) (US); or

     (b)  the dollar amount per common share which SBS Interactive, Co.'s common
          stock sold in its most recent private placement;

     of the Principal Amount hereunder so converted

     Such conversion will he effected by the surrender of this Convertible
Secured Debenture at the office of the SBS Interactive, Co. at 200 Viceroy Road,
Unit 5, Concord, Ontario, L4K 3N8, accompanied by a written instrument of
surrender signed by Karlgar notifying SBS Interactive, Co. as to the exercise of
the right of conversion, specifying that the amount of Principal Amount
hereunder being converted and setting forth the name and address of the
person(s) in whose name(s) the shares issuable upon such conversion are to be
registered.

     As promptly as practicable after the surrender of this Convertible Secured
Debenture for conversion, SBS Interactive, Co. shall issue to Karlgar or its
nominee(s) a certificate or certificates representing fully paid and
non-assessable Shares into which all or a portion of the Principal Amount
hereunder has been converted.

     No fractional share or scrip representing a fractional share shall be
required to be issued upon the conversion of this Convertible Secured Debenture.
If the conversion of this Convertible Secured Debenture would otherwise result
in a fractional share, SBS Interactive, Co. shall, in lieu of issuing such
fractional share, pay to Karlgar an amount equal to the fair market value of the
fractional share based upon the then prevailing market price for a whole share.

     The conversion of this Convertible Secured Debenture shall be deemed to
have been made at the close of business on the date on which this Convertible
Secured Debenture is surrendered for conversion, so that Karlgar's rights in
respect of the converted portion shall terminate at such time, and the person or
persons entitled to receive the shares into which the whole or any part of this
Convertible Secured Debenture is converted shall be treated, as between SBS
Interactive, Co. and such person or persons as having become the holder or
holders of record of such shares at such time.

     If SBS Interactive, Co. at any time subdivides or consolidates the shares
issuable upon conversion, Karlgar shall thereafter be entitled on conversion to
receive the shares to which it was before such subdivision or consolidation
entitled, as subdivided or consolidated, and the conversion rate of indebtedness



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shall be adjusted accordingly. Any such adjustment shall become effective on the
date and at the time that such subdivision or consolidation becomes effective.

     In case of:

     (a)  any reclassification of change of shares issuable upon conversion;

     (b)  any consolidation, merger, or amalgamation of SBS Interactive, Co.
          with or into another corporation or corporations;

     (c)  the sale of properties and assets of SBS Interactive, Co.
          substantially as an entirety to any other corporation or corporations
          followed by a winding-up of SBS Interactive, Co. or a distribution of
          its assets to the shareholders; or

     (d)  the sale of the properties and assets of SBS Interactive, Co.
          substantially as an entirety to another person or persons in exchange
          for securities in or of such other person or persons or any affiliate
          thereof;

     Karlgar shall have the right thereafter to convert this Convertible Secured
Debenture (or any portion thereof) into the kind and amount of shares or other
securities and property (or the applicable portion thereof) receivable on such
reclassification, change, consolidation, merger, amalgamation or sale that
Karlgar would have been entitled to receive thereupon had Karlgar been the
registered holder of the number of shares into which this Convertible Secured
Debenture might have been converted immediately prior thereto. The provisions of
this section shall similarly apply to successive reclassifications and changes
of shares and to successive consolidations, mergers, amalgamations and sales.

6. EXCEPTION AS TO LEASEHOLDS. It is hereby declared that the last day of any
term of years reserved by any lease or sublease, verbal or written, or any
agreement therefor, now held or hereafter acquired by the Company is excepted
out of the Mortgaged Premises, but the Company shall stand possessed of any such
reversion upon trust to assign and dispose thereof as Karlgar may direct.

7. COVENANTS. This Convertible Secured Debenture is issued subject to and with
the benefit of all the covenants, terms and conditions in Schedule "A" hereto
which Schedule forms a part hereof.

8. EXTENSIONS AND AMENDMENTS. Any agreement for the extension of the time of
payment of the moneys hereby secured or any part thereof made at, before or
after maturity, and prior to be the execution of a discharge or release of this
Convertible Secured Debenture, or any agreement for altering the term, the
amount of the principal payments hereunder or any other covenant or condition
hereof, need not be registered in any office of public record but shall be
effectual and binding upon the Company and upon every subsequent mortgagee,



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chargee, encumbrancer or other person claiming an interest in the Mortgaged
Premises or any part thereof when executed by the Company and delivered to
Karlgar.

9. RECEIPT. The Company hereby acknowledges receipt of a true copy of this
Convertible Secured Debenture.

10. BINDING EFFECT, GOVERNING LAW AND HEADINGS. These presents are binding upon
the parties hereto and their respective successors and assigns. This Convertible
Secured Debenture shall be governed by and construed in accordance with the laws
of the State of California and the laws of United States applicable therein. The
division of this Convertible Secured Debenture into sections and the insertion
of headings are for convenience of reference only and shall not affect the
construction or interpretation of this Convertible Secured Debenture.

11. INVALIDITY, ETC. Each of the provisions contained in this Convertible
Secured Debenture is distinct and severable and a declaration of invalidity,
illegality or unenforceability of any such provision or part thereof by a court
of-competent jurisdiction shall not affect the validity or enforceability of any
other provision of Convertible Secured Debenture.

12. FACSIMILE OR ELECTRONIC COPY. This Convertible Secured Debenture may be
executed by facsimile or electronic copy either of which will be deemed an
original.

13. INCORPORATION BY REFERENCE. Schedule A is hereby incorporated herein in its
entirety by this reference and made a part of this Convertible Secured
Debenture.

     IN WITNESS WHEREOF the Company has executed this Convertible, Secured
Debenture.

                              SBS INTERACTIVE CO.
                              A Florida Corporation

                              By:  /S/ BARRY ALTER
                                  -----------------------------------------
                              Name:  Barry Alter
                              Title: Vice-President
                                       c/s

                              (I have authority to bind the corporation)

                              SBS INTERACTIVE, INC.
                              A Nevada Corporation


                              By:  /S/ BARRY ALTER
                                  -----------------------------------------
                              Name:  Barry Alter
                              Title: Vice-President
                                       c/s

                              (I have authority to bind the corporation)



Schedule "A" - Terms and Conditions




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                                  SCHEDULE "A"

1. EACH OF SBS INTERACTIVE, INC. AND SBS INTERACTIVE, CO. HEREBY DECLARES,
COVENANTS AND AGREES THAT IT, AS THE CASE MAY BE:

     (a)  AS TO TITLE - is the sole legal and beneficial owner of the Mortgaged
          Premises and owns the same free of all encumbrances other than
          Permitted Encumbrances;

     (b)  FURTHER ASSURANCES - shall at its expense on the request of Karlgar,
          execute and deliver to Karlgar such further assurances and documents
          as Karlgar may require to perfect Karlgar's security on all or any
          part of the Mortgaged Premises, including any UCC-1 Financing
          Statements or Deeds of Trust or to specifically charge any or all of
          the property then subject to the floating charge created hereby;

     (c)  TO MAINTAIN CORPORATE EXISTENCE AND SECURITY - shall maintain its
          corporate existence in good standing, shall keep the Mortgaged
          Premises in good condition and repair, shall maintain the security
          hereby created as a valid and effective security at all times so long
          as any moneys are outstanding hereunder, shall carry on and conduct
          its business in a proper and efficient manner and in accordance with
          all applicable law, shall not materially alter the kind of business
          carried on by it, shall advise Karlgar promptly in writing of any
          proposed change in its name, shall observe and perform all of its
          obligations under leases, licenses and other agreements to which it is
          a party so as to preserve and protect the Mortgaged Premises and the
          income therefrom, and shall keep proper books of accounts with correct
          entries of all transactions in relation to its business;

     (d)  NOT TO SELL - shall not, except as otherwise permitted hereunder,
          remove, destroy, lease, sell or otherwise dispose of any of the
          Mortgaged Premises; provided that the Company may sell or otherwise
          dispose of furniture, machinery, equipment, vehicles and accessories
          which have become worn out or damaged or otherwise unsuitable for
          their purposes on condition that it shall substitute therefor, subject
          to the lien hereof and free from prior liens or charges, property of
          equal value so that the security hereby constituted shall not thereby
          be in any way reduced or impaired;

     (e)  TO INSURE - shall keep insured the Mortgaged Premises with reputable
          insurers approved by Karlgar in such amounts against loss or damage by
          fire and other causes or perils as Karlgar may reasonably require and
          shall pay all premiums necessary for such purposes as the same shall
          become due. All policies of insurance issued in respect of the
          Mortgaged Premises and all proceeds thereof are hereby assigned to
          Karlgar as security for the Company's obligations hereunder. Each
          policy of insurance shall show Karlgar as loss payee, as its interest




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          may appear, shall contain such mortgage clauses as Karlgar may
          require, shall be in terms satisfactory to Karlgar and, at the request
          of Karlgar, shall be delivered to and held by Karlgar subject to the
          rights of holders of Permitted Encumbrances; and

     (f)  NO ACTIONS - has received no notice of and has no knowledge of any
          pending, potential or threatened litigation or claim for judicial or
          administrative action which would adversely affect the Mortgaged
          Premises or their use or market value.

2. WAIVER OF COVENANTS. Karlgar may waive in writing any breach by the Company
of any of the provisions contained in this Convertible Secured Debenture or any
default by the Company in the observance or performance of any covenant or
condition required to be observed or performed by the Company hereunder,
provided that no such waiver or any other act, failure to act or omission by
Karlgar shall extend to or be taken in any manner to affect any subsequent
breach or default or the rights of Karlgar resulting therefrom.

3. EVENTS OF DEFAULT. The whole of the principal balance remaining unpaid
together with all other moneys secured by this Convertible Secured Debenture
shall, at the option of Karlgar, become immediately due and payable and the
security hereby created shall become enforceable in each of the following events
(each event being herein called an "event of default"):

     (a)  if the Company defaults in payment of the principal on this
          Convertible Secured Debenture or on any other indebtedness of the
          Company to Karlgar when the same becomes due;

     (b)  if the Company ceases or threatens to cease to carry on its business
          or defaults in the performance or observance of any of the covenants
          contained in Section l of this Schedule;

     (c)  if there is any material misrepresentation or misstatement contained
          in any certificate or document delivered by the Company or an officer
          or director of the Company in connection with any financing provided
          by Karlgar including the financing provided for in this Convertible
          Secured Debenture;

     (d)  if the Company institutes any proceeding or takes any corporate action
          or executes any agreement or notice of intention to authorize its
          participation in or commencement of any proceeding (i) seeking to
          adjudicate it a bankrupt or insolvent, or (ii) seeking liquidation,
          dissolution, winding up, restructuring, reorganization, arrangement,
          protection, relief or composition of it or any of its property or debt
          or making a proposal with respect to it under any law relating to
          bankruptcy, insolvency, reorganization or compromise of debts or other



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          similar laws (including, without limitation, any reorganization,
          arrangement or compromise of debt under the laws of its jurisdiction
          of incorporation or organization);

     (e)  the Company becomes bankrupt or insolvent or commits an act of
          bankruptcy, or any proceeding is commenced against or affecting the
          Company:

          (i)  seeking to adjudicate it a bankrupt or insolvent;

         (ii)  seeking liquidation, dissolution, winding up, restructuring,
               reorganization, arrangement, protection, relief or composition of
               it or any of its property or debt or making a proposal with
               respect to it under any law relating to bankruptcy, insolvency,
               reorganization or compromise of debts or other similar laws
               (including, without limitation, any reorganization, arrangement
               or compromise of debt under the laws of its jurisdiction of
               incorporation or organization); or

        (iii)  seeking appointment of a Receiver, receiver and manager,
               liquidator, trustee, agent, custodian or other similar official
               for it or for any part of its properties and assets, including
               the Mortgaged Premises or any part thereof;

     (f)  any order or judgment is issued by a court granting any of the relief
          referred to in Section 4(e) hereof;

     (g)  if an encumbrancer or secured creditor shall appoint a Receiver or
          agent or other similar official over any part of the Mortgaged
          Premises, or take possession of any part of the Mortgaged Premises or
          if any execution, distress or other process of any court becomes
          enforceable against any of the property of the Company, or a distress
          or like process is levied upon any of such property;

     (h)  if the Company takes any corporate proceedings for its dissolution,
          liquidation or amalgamation with another company or if the corporate
          existence of the Company shall be terminated by expiration, forfeiture
          or otherwise.

4. ENFORCEMENT. Upon the happening of any event of default, Karlgar may exercise
any rights, powers or remedies available to Karlgar at law or in or under
applicable legislation and, in addition, shall have the following rights, powers
and remedies:

     (a)  to enter upon and take possession of all or any part of the Mortgaged
          Premises;


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     (b)  to hold, use, repair, preserve and maintain all or any part of the
          Mortgaged Premises and make such replacements thereof and additions
          thereto as Karlgar shall deem advisable;

     (c)  to exercise all powers necessary to the performance of all functions
          provided for herein including without limitation the powers to
          purchase on credit, to borrow money in the Company's name or in its
          own name and to advance its own money to the Company at such rates of
          interest as it may deem reasonable;

     (d)  to sell, for cash or credit or part cash and part credit, lease or
          dispose of or otherwise realize upon all or any part of the Mortgaged
          Premises whether by public auction or by private sale or lease in such
          manner as Karlgar in its absolute discretion may determine, provided
          that it shall not be incumbent on Karlgar to sell, lease or dispose of
          the said property but that it shall be lawful for Karlgar peaceably to
          use and possess the same without hindrance or interruption by the
          Company, or any other person or persons whomsoever, and to receive
          income from such property and to convey, transfer and assign to a
          purchaser or purchasers the title to any undertaking, property and
          assets so sold and provided further that in the case of a sale on
          credit Karlgar shall only be liable to account to the Company, any
          subsequent encumbrancers and others for moneys actually received by
          Karlgar;

     (e)  to appoint by instrument in writing any person or persons to be a
          Receiver of all or any portion of the undertaking, property and assets
          hereby charged, to fix the Receiver's remuneration and to remove any
          Receiver so appointed and appoint another or others in his stead; and

     (f)  to apply to any court of competent jurisdiction for the appointment of
          a Receiver of all or any portion of the undertaking, property and
          assets hereby charged.

5. POWERS OF RECEIVER.

     (a)  Any Receiver shall have all of the powers of Karlgar set out in
          Section 4 of this Schedule and, in addition, shall have the following
          powers:

          (i)  to carry on the business of the Company and to enter into any
               compromise or arrangement on behalf of the Company; and

          (ii) with the prior written consent of Karlgar to borrow money in his
               name or in the Company's name, for the purpose of carrying on the
               business of the Company and for the preservation and realization
               of the undertaking, property and assets of the Company including,
               without limitation, the right to pay persons having prior charges



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               or encumbrances on properties on which the Company may hold
               charges or encumbrances, with any amount so borrowed and any
               interest thereon to be a charge upon the Mortgaged Premises in
               priority to this Convertible Secured Debenture;

     (b)  Any Receiver appointed pursuant to the provisions hereof shall he
          deemed to be an agent of the Company for the purposes of:

          (i)  carrying on and managing the business and affairs of the Company,
               and

          (ii) establishing liability for all of the acts or omissions of the
               Receiver while acting in any capacity hereunder and Karlgar shall
               not be liable for such acts or omissions,

provided that, without restricting the generality of the foregoing, the Company
irrevocably authorizes Karlgar to give instructions to the Receiver relating to
the performance of its duties as set out herein.

6. APPLICATION OF MONEYS. All moneys actually received by Karlgar or by the
Receiver pursuant to Sections 4 and 5 of this Schedule shall be applied:

          (a)  first, in payment of claims, if any, of secured creditors of the
               Company, including any claim of the Receiver pursuant to Section
               4 (a), ranking in priority to the charges created by this
               Convertible Secured Debenture as directed by Karlgar or the
               Receiver;

          (b)  second, in payment of all costs, charges and expenses of and
               incidental to the appointment of the Receiver (including legal
               fees and disbursements on a solicitor and its own client basis)
               and the exercise by the Receiver or Karlgar of all or any of the
               powers granted to them under this Convertible Secured Debenture,
               including the reasonable remuneration of the Receiver or any
               agent or employee of the Receiver or any agent of Karlgar and all
               outgoings properly paid by the Receiver or Karlgar in exercising
               their powers as aforesaid;

          (c)  third, in or towards the payment to Karlgar of all moneys due to
               it by the Company in such order as Karlgar in its sole discretion
               may determine;

          (d)  fourth, in or towards the payment of the obligation of the
               Company to persons, if any, with charges or security interests
               against the Mortgaged Premises ranking subsequent to those in
               favour of Karlgar; and

          (e)  fifth, subject to applicable law, any surplus shall be paid to
               the Company.


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7. RESTRICTION ON COMPANY AND ITS OFFICERS AND DIRECTORS. Upon the Company
receiving notice from Karlgar of the taking of possession of the Mortgaged
Premises or the appointment of a Receiver, all the powers, functions, rights and
privileges of each of the directors and officers of the Company with respect to
the properties, business and undertaking of the Company shall cease unless
specifically continued by the written consent of Karlgar.

8. DISCHARGE AND SATISFACTION. Upon payment by the Company to Karlgar of all
moneys hereby secured, these presents shall cease and become null and void and
the Mortgaged Premises shall revest in the Company without any acknowledgment or
formality, but Karlgar shall upon the request and at the expense of the Company,
execute and deliver to the Company a full release and discharge.

9. INTERPRETATION. As used herein the following expressions shall have the
following meanings:

          (a)  "Business Day" means any day except Saturday, Sunday or a
               statutory holiday.

          (b)  "Company" means each of SBS Interactive, Inc. and SBS
               Interactive, Co., as the context requires.

          (c)  "Inventory" means property of the Company held for sale including
               products purchased for resale, finished goods, work in process
               and raw materials but not including any property not intended to
               be directly incorporated in finished goods or products to be
               sold.

          (d)  "Receiver" shall include one or more of a receiver,
               receiver-manager or receiver and manager of all or a portion of
               the undertaking, property and assets of the Company appointed by
               Karlgar pursuant to this Convertible Secured Debenture or by a
               court of competent jurisdiction.

          (e)  "Karlgar" means Karlgar Limited, its successors and assigns and,
               where applicable, includes those for whom it acts as nominee or
               agent.

          (f)  "Permitted Encumbrances" means any of the following:

               (i)  liens for taxes, assessments, governmental charges or levies
                    not at the time due;

               (ii) easements, rights of way or other similar rights in land
                    existing at the date of this Convertible Secured Debenture
                    which in the aggregate do not materially impair the
                    usefulness in the business of the Company of the property
                    subject thereto;


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             (iii)  rights reserved to or vested in any municipality or
                    governmental or other public authority by the terms of any
                    lease, license, franchise, grant or permit, or by any
                    statutory provision, to terminate the same or to require
                    annual or other periodic payments as a condition to the
                    continuance thereof;

              (iv)  title defects or irregularities which, in the opinion of
                    Karlgar, are of a minor nature and in the aggregate shall
                    not materially impair the usefulness in the business of the
                    Company of the property subject thereto;

               (v)  purchase money security interests consisting of any validly
                    perfected charge, lien, security interest or other
                    encumbrance, created, assumed or arising by operation of law
                    after the date hereof, to provide or secure the whole or any
                    part of the consideration for the acquisition of tangible
                    personal property other than Inventory, where

                    A.   the principal amount secured thereby does not exceed
                         the cost to the Company of such property,

                    B.   the Company's obligation to repay is secured only by
                         the property so acquired by the Company,

                    C.   the property is not being acquired as a replacement or
                         substitution for property and assets which are
                         specifically charged hereby, and

                    D.   such security includes the renewal or refinancing of
                         any such purchase money security interest on the same
                         property provided that the indebtedness secured and the
                         security therefor is not increased and remains validly
                         perfected.









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