FORM OF DEBENTURE

THIS  DEBENTURE  HAS BEEN ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME  EFFECTIVE WITH RESPECT THERETO OR (II)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO THE
COMPANY  TO THE  EFFECT  THAT  REGISTRATION  UNDER  THE ACT IS NOT  REQUIRED  IN
CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF ANY  APPLICABLE
STATE  SECURITIES  LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY DEBENTURE ISSUED
IN EXCHANGE FOR THIS DEBENTURE.

                        DIMENSIONAL VISIONS INCORPORATED

                   Series A 12% Convertible Secured Debenture

$__________                                                       July ___, 1998

         FOR  VALUE  RECEIVED,  Dimensional  Visions  Incorporated,  a  Delaware
corporation  (the  "Company") with its principal  executive  office at 2301 West
Dunlap Avenue, Suite 207, Phoenix,  Arizona 85021,  promises to pay to the order
of  __________________  (the  "Payee"  or the  "Holder  of this  Debenture")  or
registered  assigns on July 31, 2001 (the "Maturity Date"), the principal sum of
__________  ($______________) (the "Principal Amount"), in such coin or currency
of the United  States of America as at the time of payment shall be legal tender
for the payment of public and private debts,  together with interest  thereon at
the rate of twelve  (12%)  percent  per annum (the  "Stated  Rate"),  payable as
hereinafter set forth in cash, or at the option of the Holder of this Debenture,
in the  Company's  Common  Stock as  provided  in  SECTION 4 hereof.  Payment of
interest  shall be made at the  Stated  Rate on July 31,  1999 and each  July 31
thereafter (an "Interest Payment Date") through the Maturity Date at the address
designated  above or at such other  place as the Payee shall have  notified  the
Company in writing at least five (5) days before such payment is due.

         Each payment by the Company  pursuant to this  Debenture  shall be made
without setoff or counterclaim and in immediately available funds.

         This Debenture is one of a duly  authorized  issue of Debentures of the
Company  designated as its Series A 12% Convertible  Secured  Debenture due July
31, 2001 (herein called the 
<PAGE>
"Debentures"),  limited in aggregate  principal  amount to Five Hundred Thousand
Dollars ($500,000).

         The amount of all repayments of principal,  interest  rates  applicable
thereto and  interest  accrued  thereon  shall be recorded on the records of the
Payee and,  prior to any transfer of, or any action to collect,  this  Debenture
shall be endorsed on this Debenture.  Any such recordation or endorsement  shall
constitute  PRIMA FACIE evidence of the accuracy of the  information so recorded
or  endorsed,  but the failure to record any such amount or rate shall not limit
or otherwise affect the obligations of the Company hereunder to make payments of
principal or interest when due. All payments by the Company  hereunder  shall be
applied first to pay any interest which is due, but unpaid ("Accrued Interest"),
then to reduce the Principal Amount.

         The Company (i) waives presentment,  demand,  protest, or notice of any
kind in connection with this Debenture and (ii) agrees, in the event of an Event
of  Default  (as  defined  in  Section 2  hereof),  to pay to the Holder of this
Debenture,  on demand, all costs and expenses (including  reasonable legal fees)
incurred in connection with the enforcement and collection of this Debenture. If
the date for any payment due hereunder  would  otherwise  fall on a day which is
not a Business  Day,  such payment or  expiration  date shall be extended to the
next  following  Business  Day with  interest  payable  at the  applicable  rate
specified herein during such extension.  "Business Day" shall mean any day other
than a  Saturday,  Sunday,  or any day which  shall be in the State of Arizona a
legal holiday or a day on which banking  institutions  are  authorized by law to
close.

         In the event that for any reason the  Company  shall fail to pay to the
Holder of this  Debenture  when due all or any  portion  of the  unpaid  Accrued
Interest or Principal  Amount of this  Debenture,  interest  shall accrue and be
payable on such due but unpaid amounts at a rate per annum (the "Default  Rate")
equal to the Stated Rate plus four percent (4%) (but in no event higher than the
maximum rate  permitted by law) from the date when first due until and including
the date when actually collected by the Holder of this Debenture.  Such interest
shall be payable on demand.

         In  consideration  for the loan  evidenced by this  Debenture and other
identical  Debentures  in the aggregate  Principal  Amount of up to Five Hundred
Thousand  Dollars  ($500,000),  the  Company  shall issue to the Holders of this
Debenture  warrants to purchase 25,000 shares of the Company's  common stock, at
an exercise price of Fifty Cents ($0.50) per share (subject to adjustment)  (the
"Warrant") for each Twenty Five Thousand Dollars  ($25,000)  Principal Amount of
Debentures.

         THE  OBLIGATIONS  OF THE  COMPANY  UNDER  THE  DEBENTURES  ARE  SECURED
PURSUANT TO A SEPARATE SECURITY AGREEMENT.

                                       2
<PAGE>
         1. CONVERSION OF DEBENTURE.

                  A. CONVERSION.  This Debenture is convertible,  in whole or in
part, at the option of the Holder,  into shares of the  Company's  common stock,
par value $.001 (the "Common  Stock") at any time prior to the repayment of this
Debenture at the rate of One Dollar ($1.00) per share (the  "Conversion  Price")
(i.e., one share of Common Stock for each One Dollar ($1.00) of principal amount
converted) subject to adjustment as hereinafter provided.

                  B.  ADJUSTMENT  BASED UPON  STOCK  DIVIDENDS,  COMBINATION  OF
SHARES OR RECAPITALIZATION.  In the event that the Company shall at any time (i)
pay a stock dividend, (ii) subdivide its outstanding shares of Common Stock into
a greater number of shares, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares, or (iv) issue by reclassification of its shares
of Common Stock any other special capital stock of the Company, the Holder, upon
surrender of this  Debenture  for  conversion,  shall be entitled to receive the
number of shares of Common Stock or other  capital stock of the Company which he
would have owned or have been  entitled to receive after the happening of any of
the events described above had this Debenture been converted  immediately  prior
to the happening of such event.

                  C. ADJUSTMENT BASED UPON MERGER OR  CONSOLIDATION.  In case of
any consolidation or merger to which the Company is a party (other than a merger
in which the  Company is the  surviving  entity and which does not result in any
reclassification  of or change in the outstanding  Common Stock of the Company),
or in case of any sale or conveyance to another  corporation  of the property of
the Company as an entirety or  substantially  as an  entirety,  the Holder shall
have the right to convert this  Debenture into the kind and amount of securities
and property receivable upon such consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock into which such  Debenture  might
have been converted immediately prior thereto.

                  D. EXERCISE OF CONVERSION PRIVILEGE.  The conversion privilege
provided  for herein shall be  exercisable  in whole or in part by the Holder by
written  notice to the Company and the  surrender of this  Debenture in exchange
for up to the number of shares of Common  Stock into  which  this  Debenture  is
convertible  based  upon the  Conversion  Price.  If the  entire  amount of this
Debenture  is  not  so  exercised,  the  Company  shall  issue  a new  Debenture
representing the remaining outstanding Principal Amount.

                  E. CORPORATE STATUS OF SHARES TO BE ISSUED.  All shares of the
Company's Common Stock which may be issued upon the conversion of this Debenture
shall, upon issuance, be fully paid and non-assessable.

                  F. ISSUANCE OF STOCK CERTIFICATE.  Upon the conversion of this
Debenture,  the Company shall in due course issue to the Holder a certificate or
certificates  representing the number of shares of its Common Stock to which the
conversion relates.

                                       3
<PAGE>
                  G. STAMP TAXES,  ETC. The Company  shall pay all  documentary,
stamp or other  transactional  taxes attributable to the issuance or delivery of
the Common Stock upon conversion of this Debenture;  PROVIDED, HOWEVER, that the
Company  shall not be  required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
Common Stock in a name other than that of the Holder of this  Debenture  and the
Company  shall not be required to issue or deliver any such  certificate  unless
and until the person  requesting  the  issuance  thereof  shall have paid to the
Company  the  amount  of such tax or shall  have  established  to the  Company's
satisfaction that such tax has been paid.

         2. EVENTS OF DEFAULT

                  A. The term  "Event of  Default"  shall mean any of the events
set forth in this SECTION 2A:

                           (a)  NON-PAYMENT  OF  OBLIGATIONS.  The Company shall
         default in the  payment of the  principal  or accrued  interest of this
         Debenture as and when the same shall become due and payable, whether by
         acceleration or otherwise.

                           (b) BANKRUPTCY, INSOLVENCY, ETC. The Company shall:

                                    (i) become insolvent or generally fail or be
                  unable to pay, or admit in writing its  inability  to pay, its
                  debts as they become due;

                                    (ii) apply for, consent to, or acquiesce in,
                  the appointment of a trustee, receiver,  sequestrator or other
                  custodian  for the Company or any of its  property,  or make a
                  general assignment for the benefit of creditors;

                                    (iii) in the  absence  of such  application,
                  consent  or  acquiesce  in,  permit  or  suffer  to exist  the
                  appointment  of a  trustee,  receiver,  sequestrator  or other
                  custodian for the Company or for any part of its property;

                                    (iv)   permit   or   suffer   to  exist  the
                  commencement   of   any   bankruptcy,   reorganization,   debt
                  arrangement  or other case or proceeding  under any bankruptcy
                  or  insolvency  law,  or  any   dissolution,   winding  up  or
                  liquidation  proceeding,  in respect of the  Company,  and, if
                  such case or  proceeding  is not  commenced  by the Company or
                  converted to a voluntary case,  such case or proceeding  shall
                  be  consented  to or  acquiesced  in by the  Company  or shall
                  result in the entry of an order for relief; or

                                    (v)  take  any  corporate  or  other  action
                  authorizing, or in furtherance of, any of the foregoing.

                                       4
<PAGE>
                           (c)  JUDGMENTS.  A  judgment  which,  with other such
         outstanding judgments against the Company and its subsidiaries (in each
         case to the extent not covered by  insurance),  exceeds an aggregate of
         One Hundred Thousand  Dollars($100,000),  shall be rendered against the
         Company or any  subsidiary  and,  within  fifteen (15) days after entry
         thereof,  such  judgment  shall not have been  discharged  or execution
         thereof stayed pending  appeal,  or, within fifteen (15) days after the
         expiration  of any  such  stay,  such  judgment  shall  not  have  been
         discharged.

                           (d) SECURITY  AGREEMENT.  The Company shall breach or
         default under any provision of the Security Agreement.

                  B. ACTION IF BANKRUPTCY.  If any Event of Default described in
clauses (b)(i) through (v) of Section 2A shall occur, the outstanding  principal
amount of this Debenture and all other obligations hereunder shall automatically
be and become immediately due and payable, without notice or demand.

                  C. ACTION IF OTHER  EVENT OF DEFAULT.  If any Event of Default
(other  than any Event of Default  described  in clauses  (b)(i)  through (v) of
Section 2A) shall occur for any reason, whether voluntary or involuntary, and be
continuing,  the  Holder of this  Debenture  may,  upon  notice to the  Company,
declare all or any portion of the outstanding principal amount of this Debenture
together  with  interest  accrued  thereon to be due and  payable and any or all
other  obligations  hereunder to be due and payable,  whereupon  the full unpaid
principal  amount  hereof,  such  accrued  interest,  and any and all other such
obligations  which  shall be so  declared  due and  payable  shall be and become
immediately due and payable, without further notice, demand, or presentment.

                  D.  REMEDIES.  Subject to the  provisions of Section 2C and 3A
hereof,  in case any Event of Default shall occur and be continuing,  the Holder
of this  Debenture may proceed to protect and enforce its rights by a proceeding
seeking the specific  performance of any covenant or agreement contained in this
Debenture  or the  Security  Agreement,  or in aid of the  exercise of any power
granted  in this  Debenture  or may  proceed  to  enforce  the  payment  of this
Debenture or to enforce any other legal or equitable rights as such Holder.

                                       5
<PAGE>
         3. AMENDMENTS AND WAIVERS.

                  A. WAIVERS, AMENDMENTS, ETC.

                           (a) The provisions of this Debenture may from time to
         time be amended,  modified or waived, if such amendment,  modification,
         or waiver is in writing and consented to by the Company and the holders
         of not  less  than  50% in  principal  amount  of the  Debentures  (the
         "Required  Holders");   PROVIDED,  HOWEVER,  that  no  such  amendment,
         modification or waiver:

                                    (i) which  would  modify  this  Section  3A,
                  change  the  definition  of  "Required  Holders",  extend  the
                  Maturity  Date,  or subject the Payee under each  Debenture to
                  any additional  obligations  shall be made without the consent
                  of the Payee of each Debenture, or

                                    (ii)  which  would  reduce the amount of any
                  payment or  prepayment  of  principal  of or  interest  on any
                  principal  amount  payable  hereunder (or reduce the principal
                  amount of or rate of interest payable hereunder) shall be made
                  without  the  consent  of the  Holder  of  each  Debenture  so
                  affected.

                           (b) No  failure  or delay on the part of the Payee in
         exercising any power or right under this Debenture shall not operate as
         a waiver thereof,  nor shall any single or partial exercise of any such
         power or right  preclude any other or further  exercise  thereof or the
         exercise  of any other  power or  right.  No notice to or demand on the
         Company in any case shall entitle it to any notice or demand in similar
         or other  circumstances.  No waiver  or  approval  by the Payee  shall,
         except as may be  otherwise  stated  in such  waiver  or  approval,  be
         applicable to subsequent transactions.  No waiver or approval hereunder
         shall require any similar or dissimilar  waiver or approval  thereafter
         to be granted hereunder.

                           (c) To the extent that the Company makes a payment or
         payments to the Payee, and such payment or payments or any part thereof
         are subsequently for any reason invalidated, set aside, and/or required
         to be repaid to a  trustee,  receiver,  or any  other  party  under any
         bankruptcy law, state or federal law,  common law, or equitable  cause,
         then to the extent of such  recovery,  the  obligation  or part thereof
         originally  intended  to be  satisfied,  and all  rights  and  remedies
         therefor, shall be revived and continued in full force and effect as if
         such  payment had not been made or such  enforcement  or setoff had not
         occurred.

                           (d) After any waiver,  amendment, or supplement under
         this section becomes  effective,  the Company shall mail to the Holders
         of the Debentures a copy thereof.

                                       6
<PAGE>
         4. COMMON STOCK IN LIEU OF INTEREST.

                  At the sole discretion of the Holder,  the Holder may elect to
receive one share of Common  Stock for each one dollar of interest due to Holder
on any Interest Payment Date (i.e., Common Stock at the rate of $1.00 per share)
partially  or entirely in lieu of cash payment of  interest,  by  notifying  the
Company of its election to receive the Common Stock at least five (5) days prior
to any  Interest  Payment  Date.  The number of shares of Common Stock so issued
shall be subject to adjustment in accordance with SECTION 1B AND 1C hereof.

         5. REDEMPTION/PREPAYMENT.

                  The Company may not redeem or prepay  this  Debenture,  except
that the Company may redeem or prepay this Debenture, in whole, but not in part,
at any time on or after July 31, 1999,  upon 30 days prior written  notice,  for
the  outstanding   Principal  Amount  and  Accrued  Interest,   but  only  if  a
registration  statement  with respect to the Common Stock issuable on conversion
of this  Debenture  is then  effective  under  the  Securities  Act of 1933,  as
amended.

         6. MISCELLANEOUS.

                  A.  PARTIES  IN  INTEREST.  All  covenants,   agreements,  and
undertakings in this Debenture  binding upon the Company or the Payee shall bind
and inure to the benefit of the successors and permitted  assigns of the Company
and the Payee, respectively, whether so expressed or not.

                           (a) REGISTERED  HOLDER.  The Company may consider and
         treat the person in whose name this  Debenture  shall be  registered as
         the absolute owner thereof for all purposes  whatsoever (whether or not
         this Debenture  shall be overdue) and the Company shall not be affected
         by any notice to the contrary. In case of transfer of this Debenture by
         operation of law, the  transferee  agrees to notify the Company of such
         transfer  and  of  its  address,  and to  submit  appropriate  evidence
         regarding such transfer so that this Debenture may be registered in the
         name of the  transferee.  This  Debenture is  transferable  only on the
         books of the Company by the Holder hereof, in person or by attorney, on
         the  surrender  hereof,  duly  endorsed.  Communications  sent  to  any
         registered   owner  shall  be  effective  as  against  all  Holders  or
         transferees  of the Debenture not registered at the time of sending the
         communication.

                  B.  GOVERNING  LAW.  This  Debenture  shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
any conflict provisions therein.

                  C. NOTICES. Unless otherwise provided, all notices required or
permitted  under  this  Debenture  shall  be in  writing  and  shall  be  deemed
effectively given (i) upon personal  delivery to the party to be notified,  (ii)
upon confirmed delivery by Federal Express or other nationally

                                       7
<PAGE>
recognized courier service providing  next-business-day delivery, or (iii) three
(3)  business  days after  deposit with the United  States  Postal  Service,  by
registered or certified  mail,  postage prepaid and addressed to the party to be
notified,  in each case at the address set forth below, or at such other address
as such party may designate by written notice to the other party  (provided that
notice of change of address shall be effective upon receipt by the party to whom
such notice is addressed).

         If sent to Payee, notices shall be sent to the following address:

                  ________________________________
                  ________________________________
                  ________________________________
                  ________________________________

         If sent to the Company, notices shall be sent to the following address:

                  Dimensional Visions Incorporated
                  2301 West Dunlap Avenue
                  Suite 207
                  Phoenix, Arizona  85201
                  John D. McPhilimy, President

                  D.  WAIVER OF JURY  TRIAL.  THE PAYEE AND THE  COMPANY  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING  OUT OF,
UNDER, OR IN CONNECTION WITH, THIS DEBENTURE OR ANY OTHER DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE
OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN),  OR ACTIONS OF THE PAYEE OR
THE COMPANY.  THIS PROVISION IS A MATERIAL  INDUCEMENT FOR THE PAYEE'S EXTENDING
CREDIT PURSUANT TO THIS DEBENTURE.

         IN WITNESS  WHEREOF,  this Debenture has been executed and delivered on
the date specified above by the duly authorized representative of the Company.

                                             DIMENSIONAL VISIONS INCORPORATED

                                             By:________________________________
                                                John D. McPhilimy
                                                President