EXHIBIT 10.27

THIS  CONVERTIBLE  DEBENTURE  AND  THE  COMPANY  SHARES ISSUABLE UPON CONVERSION
HEREOF  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
TRANSFERRED  UNTIL  (i) A REGISTRATION STATEMENT UNDER THE SECURITES ACT OF 1933
AND  REGISTRATION  OR  QUALIFICATION  FOR SALE UNDER APPLICABLE STATE SECURITIES
LAWS  WILL  HAVE  BECOME  EFFECTIVE  WITH RESPECT THERETO, OR (ii) RECEIPT OF AN
OPINION  OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY  TO  THE EFFECT THAT REGISTRATION AND QUALIFICATION UNDER THE SECURITIES
ACT  OF  1933 AND APPLICABLE STATE SECURITIES LAW ARE NOT REQUIRED IN CONNECTION
WITH  SUCH  PROPOSED  TRANSFER.



                              CONVERTIBLE DEBENTURE
                              ---------------------

$25,000                                             As  of  January  31,  2001
                                                            Address

FOR  VALUE  RECEIVED,  the  undersigned, FCOM, INC., a Colorado corporation (the
"Maker"),  promises  to  pay  Michael A. Hudson (the "Holder"), or order, at its
office at or such other place as the Holder may designate, the amount of Dollars
($25,000)  (the  "Principal  Amount"),  in  lawful money of the United States of
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America,  together with interest on the unpaid balance of this Debenture, at the
rates  and  upon  the  terms  set  forth  as  follows:

1.  PRINCIPAL.  The  Maker  will  pay  the Holder the entire principal amount of
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this  Debenture  on  February  1st,  2002  (the  "Maturity  Date").

     2.     INTEREST.  The  principal balance hereof from time to time remaining
            --------
unpaid and outstanding from and after the date hereof shall bear simple interest
of  18%  (eighteen  percent),  accruing and payable on the Maturity Date or upon
prepayment  as  provided below, except that no interest shall be due and payable
hereunder  on  any  portion  of the unpaid principal amount of this Debenture if
Debenture  is  converted into Northstar Network Corp (the "Parent" or "NSNW") as
provided  below.

     3.     METHOD  OF  PAYMENT  HEREUNDER.  Payment  pursuant to this Debenture
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will  be made in such coin or currency of the United States of America as at the
time  of  payment  will  be  legal  tender therein for the payment of public and
private  debts.  Payment  and prepayments of principal on this Debenture and all
payments  of  interest  on this Debenture will be made by check and delivered to
the  Holder  of this Debenture at such Holder's address as set forth above or to
such  other address as the Holder may from time to time specify in writing.  The
Maker  shall  provide  notice in writing to the Holder of its election regarding
payment  or conversion of this Debenture as provided herein, no less than thirty
(30)  days  prior  to  such  payment.

4.     PREPAYMENT.
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a)     The  Maker  in  its  absolute  discretion  may  prepay  this
Debenture, in whole or in part, without penalty or premium, at any time prior to
the  Maturity  Date  by providing at least ten(10) days' prior written notice to
the  Holder  (which  period  may be shortened at the sole option of the Holder).
Upon  any  prepayment  of  this  Debenture,  the  Maker shall pay the Holder the
principal  amount  of the Debenture to be prepaid together with accrued interest
on  the principal amount so prepaid to the date of prepayment.  If the Debenture
is  prepaid  in  part, the Maker will either execute and deliver to the Holder a
Debenture  for  the  remaining  balance  of  the  principal  amount  hereof upon
surrender of this Debenture at the office of the Maker or make a notation hereon
of the principal amount prepaid upon presentment of this Debenture at the office
of  the  Maker.

          b)     Any  and  all prepayments under this Debenture will be credited
first  against  all amounts due hereunder other than accrued and unpaid interest
of  principal,  then against accrued and unpaid interest and then against unpaid
principal.

          c)     The  Maker shall provide notice in writing to the Holder of its
election regarding prepayment of this Debenture as provided herein, no less than
thirty  (30)  days  prior  to  such  payment.

5.     CONVERSION  TO  SHARES  IN  LIEU  REPAYMENT.  Subject  to  and  upon  the
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Holder  giving  notice  of  Conversion  within  (10) business days following the
Maturity Date, any unpaid principal and accrued interest of this Debenture shall
be  converted  into  the  number  of  duly issued, fully paid and non-assessable
shares of the Maker, or Parent of the Maker if the Maker is a Wholly or Majority
owned  subsidiary  of  NSNW  at  forty  percent  (40%) below the previous 60 day
closing  average  trade  price  of  the  Parent.

          The  Parent,  if  applicable,  will  ensure  unlimited  piggyback
registration  rights  are  applicable  to  this  debenture, and ensure evergreen
effectivity  covering  sufficient  shares  to  allow  full  conversion  of  this
Debenture.

     6.     DEFAULT.     In  the event of the occurrence of any of the following
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events  ("Events  of  Default"):
          -------------------

          a)     The  Maker  will  fail to perform or observe any other material
covenant or agreement contained in this Debenture on its part to be performed or
observed  and  any  such  failure  remains unremedied for ten (10) business days
after  an  executive officer of the Maker receives written notice from Holder of
such  failure;  or

          b)     The Maker will (i) apply for or consent to the appointment of a
receiver  or  liquidator  of  itself  or  of  all  or  a substantial part of its
property;  (ii) make a general assignment for the benefit of creditors; (iii) be
adjudicated  a  bankrupt  or  insolvent  or  (iv)  file  a voluntary petition in
bankruptcy,  or a petition or an answer seeking reorganization or an arrangement
with  creditors  or  to  take  advantage  of  any  bankruptcy,  reorganization,
insolvency,  readjustment or debt, dissolution or liquidation law or statute, or
an  answer  admitting the material allegations of a petition filed against it in
any  proceeding  under  any such law, or if corporate action will be take by the
Maker  for  the  purpose  of  effecting  any  of  the  foregoing;  or

          c)     An  order,  judgment  or  decree  will  be entered, without the
application,  approval  or  consent  of  the  Maker  by  any  court of competent
jurisdiction,  approving  a  petition  seeking  reorganization of the Maker or a
substantial  part  of the assets of the Maker, or appointing a receiver, trustee
or  liquidator  of  the  Maker, and such order, judgment or decree will continue
unstayed  for  a  period  of  ninety  (90)  days;

          then,  and  in  every such event and at any time thereafter during the
continuance  of  such  event,  the  Holder  may, by written notice to the Maker,
declare this Debenture to be forthwith due and payable, whereupon this Debenture
will  forthwith  become  due  and  payable, both as to principal and accrued and
unpaid  interest.

     7.     PRINCIPAL DUE.  Unless sooner demanded as a result of the occurrence
            -------------
of  an  Event  of  Default or paid, all outstanding principal, together with all
accrued  interest not paid pursuant to Section 1 shall be due an payable in full
on  the  Maturity  Date.

     8.     RIGHT OF ACCELERATION UPON DEFAULT.  The Maker agrees that if (i) it
            ----------------------------------
fails  to comply fully with any of the terms and conditions of this Debenture or
(ii)  an  Event  of  Default  occurs,  then,  upon either occurrence, the entire
indebtedness with accrued interest thereon due under this Debenture will, at the
option  of  the  Holder,  accelerate and become immediately due and payable upon
notice.

     9.     NO  WAIVER.  The  failure  of  the  Holder to exercise its option to
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accelerate  the  indebtedness  of this Debenture will not constitute a waiver of
its  right  to  exercise  the  same  upon  the  occurrence  of  any continued or
subsequent  Event  of  Default.

     10.     MAXIMUM  RATE  OF  INTEREST.  Notwithstanding any provision of this
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Debenture,  it  is  the  understanding and agreement of the Maker and the Holder
that  the  maximum  rate of interest to be paid by the Maker to the Holder shall
not exceed the highest or the maximum rate of interest permissible to be charged
under  the  laws  of  the State of Colorado.  Any amounts paid in excess of such
rate  will  be  considered  to  have  been  payments  in reduction of principal.

     11.     RECEIPT  AND  USE OF PROCEEDS.  The Maker acknowledges receipt of a
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copy  of  this  Debenture  and  the  proceeds  of  this  Debenture.  The  Holder
acknowledges and agrees that the proceeds hereof are to be used for such purpose
as  the  Maker  shall  determine  in  its  reasonable  discretion.

     12.     LOST OR DESTROYED DEBENTURE.  Upon receipt by the Maker of evidence
             ---------------------------
satisfactory  to  it  of  the  loss,  theft,  destruction  or mutilation of this
Debenture  and of the indemnity of the Holder together with such security as the
Maker  will  reasonably request, the Maker will make and deliver a new Debenture
of  like  tenor  in  lieu  of  this  Debenture.

     13.     EXTENSIONS.  Should  the principal of or interest on this Debenture
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become  due  and payable on other than a business day, the payment due date will
be extended to the next succeeding business day and, in the case of a payment of
principal,  interest  will  be  payable  thereon  at  the  rate per annum herein
specified  during any such extension.  The term "business day" will mean any day
that  is  not  a  Saturday,  Sunday  or legal or banking holiday in the State of
Colorado.

     14.     NEGOTIABILITY;  REGISTRATION;  SUBSEQUENT  HOLDER'S  RIGHTS  UPON
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TRANSFER.  The  Holder  may negotiate, pledge, assign or otherwise transfer this
      --
Debenture  in  its  sole  discretion.  The  Maker  will  keep  a register at its
principal  office  in  which  provision  will  be  made  for  the  registration,
substitution  and  transfers  of  Debenture.  The  Holder  of  this  Debenture
(including Holder's subsequent permitted transferees, if any) is entitled to the
benefits  of such Debenture and the Stock Purchase Agreement and may enforce the
agreements  of  the Company contained therein and exercise the remedies provided
for  thereby  or  otherwise  available  in  respect  thereof.

     15.     NO  RIGHTS  AS SHAREHOLDER.  Prior to the Conversion Event, nothing
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contained  in  this Debenture will be construed as conferring upon the Holder or
any  other  person  the  right  to  vote or to consent or to receive notice as a
shareholder  of  the  Company.

     16.     NOTICES.  Any  notices  or filings required or permitted to be made
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pursuant  to  this  Debenture  will  be made in writing and will be delivered by
United  States mail, overnight or express courier or in person, to the following
addresses.

a)     If  to  the  Maker:
Paul  Taylor
FCOM,  INC
5299  DTC  Boulevard
Suite  620
Englewood,  CO  80111

b)     If  to  the  Holder:
Michael  A.  Hudson
12658  West  Dorado  Place
Littleton,  CO  80127

17.     GOVERNING  LAW:  JURISDICTION.
        -----------------------------

a)     This  Debenture  will  be  governed  by  and  construed  in
accordance  with  the  laws of the State of Colorado without regard to choice of
law  principals.

          b)     For  purposes  of  any  action  or  proceeding  involving  this
Debenture,  the  Holder  (by  accepting  the benefits of this Debenture) and the
Maker  hereby  expressly  submit  to  the  jurisdiction of all Federal and state
courts  sitting  in  the  state of Colorado and consent that any order, process,
notice  or  motion  or  other application to or by any of said courts or a judge
thereof  may be served within or without such court's jurisdiction by registered
mail  or  by personal service, provided that a reasonable time for appearance is
allowed.  The  Holder  and the Maker hereby irrevocably waive any objection that
they  ay now or hereafter may have to the laying of venue of any suit, action or
proceeding  arising  out of or relating to this Debenture brought in any Federal
or  state  court  sitting  in  Colorado and hereby further irrevocably waive any
claim  that  any  such  suit,  action  or  proceeding in any such court has been
brought  in  an  inconvenient  forum.

          IN  WITNESS WHEREOF, this Debenture has been executed and delivered as
of  the  date  first  set  forth  above.



                                                   By:__________________________
                                                                     Paul Taylor
                                                                        Chairman

                                                                      FCOM, INC.



                                                    By:_________________________
                                                               Michael A. Hudson