EXHIBIT 6.8
                                                                     -----------


                                   Date of Original Issuance: September 10, 2003

                                            $160,000 in Previously Funded Amount
                                         $281,750 in Additional Principal Amount
                                              Totaling $441,750 in the Aggregate

                               AMENDMENT NO. 1 TO
                        6% CONVERTIBLE SECURED DEBENTURE
                              DUE JANUARY 30, 2004

         THIS AMENDMENT NO. 1 TO THE 6% CONVERTIBLE SECURED DEBENTURE is made by
each of SBS Interactive, Co., a Florida corporation, and SBS Interactive, Inc.,
a Nevada corporation, joint and severally, each having a principal place of
business at 200 Viceroy Avenue, Unit 5, Concord, Ontario (collectively, the
"Company"), and is designated as "Amendment No. 1 to the 6% Convertible Secured
Debenture, due January 30, 2004" (the "Amendment"). Capitalized terms used
herein shall have the meaning ascribed to them in the Debenture to which this
amendment relates.

1. AMENDMENT TO "SET PRICE". The second sentence of Section 4(a)(ii) is hereby
amended to change the per share price from $0.15 to $0.05 and Section 4 (c)(i)
of the Debenture is hereby amended to change the "Set Price" to $0.05 per share.

2. ACKNOWLEDGMENT. Upon receipt of an additional $39,000, the Company hereby
acknowledges that the September 10th payment set forth in Section 16 of the
Debenture has been received in full by the Company. Upon execution of this
Amendment, the Holder agrees to promptly fund the October 10th payment set forth
in Section 16 of the Debenture (together with the $39,000 set forth above, for
an aggregate amount of $112,250).

3. FURTHER ACTIONS. The Company hereby agrees to amend and restate the Debenture
to reflect this Amendment, and to immediately execute and deliver the amended
and restated Debenture to the Holder. In the event the Company fails to amend
and restate the Debenture, this Amendment and the Debenture will remain a valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms. The Company further agrees to promptly execute and
deliver a registration rights agreement covering the registration of the shares
upon conversion of the Debenture, which agreement shall contain customary and
reasonable terms and conditions.

4. FACSIMILE COPIES. This Amendment may be executed in counterparts, or by
facsimile copy thereof, each of which when taken together shall constitute but
one Amendment.

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         IN WITNESS WHEREOF, the Company and the Holder have caused this
Amendment No. 1 to 6% Convertible Secured Debenture to be duly executed by a
duly authorized officer as of the date first above indicated.

                                    SBS INTERACTIVE, CO.
                                    A Florida corporation

                                    By: /S/ TODD GOTLIEB
                                        ---------------------------
                                        Name:  Todd Gotlieb
                                        Title: President

                                    SBS INTERACTIVE, Inc.
                                    A Nevada corporation

                                    By: /S/ TODD GOTLIEB
                                        ---------------------------
                                        Name:  Todd Gotlieb
                                        Title: President

                                        "HOLDER"

                                        By:
                                           ------------------------
                                        Name:
                                        Title: