EXHIBIT 4.3

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THIS  DEBENTURE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED ("ACT"),  OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS"),  AND SHALL
NOT BE SOLD,  HYPOTHECATED,  OR OTHERWISE  TRANSFERRED,  UNLESS SUCH TRANSFER IS
MADE IN COMPLIANCE WITH THE ACT AND THE STATE ACTS.
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                        DIGITAL LEARNING INSTITUTE, INC.


                           7.00% CONVERTIBLE DEBENTURE

$1,000,000                                                                 NO. 3

                        DATE OF ISSUE: FEBRUARY 27, 2004

      DIGITAL LEARNING INSTITUTE, INC., a Delaware corporation (the "Borrower"),
for value received, promises to pay to:

                   HSBC GLOBAL CUSTODY NOMINEE (U.K.) LIMITED
                             DESIGNATION NO. 896414

or to its order, (together with any assignee, jointly or severally, the "Holder"
or  "Lender")  on or before  February  27,  2011 (the "Due Date")  (unless  this
Debenture  shall  have been  sooner  called  for  redemption  or  presented  for
conversion as herein provided), the sum of One Million Dollars ($1,000,000) (the
"Principal  Amount") and to pay interest on the unpaid  Principal  Amount at the
rate of 7.00% per annum.  All payments of both  principal and interest  shall be
made at the address of the Holder  hereof as it appears in the books and records
of the  Borrower,  or at such  other  place as may be  designated  by the Holder
hereof. Borrower shall, at all times during which this Debenture is outstanding,
be a wholly owned  subsidiary of  FreePCSQuote.Com,  Inc., a Nevada  corporation
(the "Company"), to be renamed Digital Learning Management Corporation.

      1. Interest.  Interest on the Principal  Amount  outstanding  from time to
time  shall be payable in monthly  installments  commencing  April 1, 2004,  and
subsequent  payments  shall be made on the  first day of each  month  thereafter
until the Principal  Amount and all accrued and unpaid  interest shall have been
paid in full.  Overdue  principal  and  interest  on the  Debenture  shall  bear
interest at the maximum rate permitted by applicable law.

      2.  Maturity.  If not sooner paid,  redeemed or converted,  this Debenture
shall mature on February 27, 2011 at which time the remaining  unpaid  Principal
Amount, and all accrued and unpaid interest and any other charges then due under
the Convertible Loan Agreement, shall be due and payable in full. This Debenture
shall be prepaid pro rata with any prepayments of Indebtedness other than Senior
Obligations.  This  Debenture  shall be senior in right of  payment to all other
Indebtedness of the Company, except the Senior Obligations approved by Lender.


<PAGE>

      3.  Mandatory  Principal  Installments.  If this  Debenture  is not sooner
redeemed or  converted  as  provided  hereunder,  Borrower  shall pay to Holder,
commencing  on  February  27,  2007  and  continuing  on the  first  day of each
successive month thereafter prior to maturity,  mandatory  principal  redemption
installments, each of such installments to be in the amount of Ten Dollars ($10)
per One Thousand Dollars ($1,000) of the then remaining  Principal  Amount,  and
further,  at maturity,  Borrower shall pay to Holder a final  installment of the
remaining  unpaid  Principal  Amount and all accrued and unpaid interest on this
Debenture and any other charges then due under this Debenture or the Convertible
Loan Agreement.

      4. Optional Redemption by Holder.

            (a) If at any time after the date  hereof (i) the  Company's  Common
Stock, par value $0.01 per share ("Common Stock"), is not listed on the New York
Stock Exchange  ("NYSE") or the American Stock Exchange  ("AMEX"),  or quoted on
the NASDAQ  National  Market System  ("National  Market") or the NASDAQ SmallCap
System ("SmallCap") or the Over-the-Counter Bulletin Board ("OTCBB"), (ii) there
is a change of control of the Company's voting  securities,  without the written
consent of the Holder, (iii) there is a change of at least one-half (1/2) of the
members of the  Company's  Board of  Directors  as it exists on the date hereof,
without  the  written  consent of the  Holder,  or (iv) the Company is merged or
consolidated  with or into any other  entity,  without  the  written  consent of
Holder, the Holder shall have the right to require this Debenture to be redeemed
by the  Company  at the sum  equal to the  Principal  Amount  then  outstanding,
together  with an amount  equal to an 18% annual yield on the  Principal  Amount
through the date of redemption (the "Redemption Date").

            (b) The Holder may  exercise  its right to require  that the Company
redeem  this  Debenture  pursuant  to Section  4(a) prior to  maturity by giving
notice  thereof  to the  Company,  which  notice  shall  specify  the  terms  of
redemption  (including  the place at which the Holder may obtain  payment),  the
total  redemption  payment and the Redemption Date, which date shall not be less
than 30 days nor more than 90 days after the date of the notice.

      5. Optional Redemption by Company.

            (a) On any interest  payment date,  and after receipt of irrevocable
notice from the Company as provided for below, this Debenture is redeemable,  in
whole  but not in  part,  at  101% of the  Principal  Amount  then  outstanding,
together with accrued and unpaid  interest  through the Redemption  Date, by the
Company,  if all of the  following  conditions  are  satisfied:  (i) the average
closing bid price for the Common Stock for the twenty (20)  consecutive  trading
days prior to the date of notice  exceeds an amount equal to three (3) times the
Conversion Price then in effect, and the Common Stock is listed or quoted on the
National  Market,  the  SmallCap,  AMEX,  OTCBB or NYSE;  (ii) the average daily
trading volume for the twenty (20) consecutive trading days prior to the date of
the  irrevocable  notice shall be no less than fifty thousand  (50,000)  shares;
(iii) the  market  price for the Common  Stock at the time of notice  reflects a
price-to-earnings  ratio of no greater  than  thirty  (30) times  fully  diluted
earnings per share,  excluding any extraordinary  gains and any non-cash charges
relating to the issuance of the Loan and warrants; and (iv) the shares of Common
Stock  issuable  upon  conversion  of  this  Debenture  shall  have  been  fully
registered under  applicable  securities laws. The Company's right of redemption
is subject to the  Holder's  prior right of  conversion  of the  Debenture.  The
Company may exercise its right to redeem this Debenture pursuant to Section 5(a)
prior to maturity by giving  notice  thereof to the Holder of this  Debenture as
such name appears on the books of the  Borrower,  which notice shall specify the
terms of  redemption  (including  the  place  at which  the  Holder  may  obtain
payment), the total redemption payment and the Redemption Date, which date shall
not be less than 30 days nor more than 90 days after the date of the notice.


                                       2
<PAGE>

            (b) In the  event  of a one time  adjustment  to the  trading  price
described in Section 7 hereof,  the Holder shall not be entitled to convert this
Debenture for a period of 10 days thereafter (the "10-day  period").  During the
10-day  period,  the Company  shall have the right to redeem this  Debenture  in
whole but not in part at a sum equal to the principal  amount then  outstanding,
together  with an amount  equal to an 18% annual yield on the  principal  amount
through  the  Redemption  Date.  Such  redemption  shall be  conditional  on the
delivery of a notice of  redemption  set forth in Section 5(b)  delivered to the
Holders within the 10-day  period.  The Company may exercise its right to redeem
the  Debenture  pursuant to Section  5(b) by giving  notice  thereof  within the
10-day period as such name appears on the books of Borrower,  which notice shall
specify the terms of the redemption (including the place at which the Holder may
obtain  payment),  the total  redemption  payment and the redemption date, which
date  shall not be less than 30 days nor more than 90 days after the date of the
notice.  The failure of the Company to redeem the Debenture  after giving notice
thereof  pursuant to Section  5(b) hereof shall  constitute  an Event of Default
under the Loan Agreement, without affecting the application of the provisions of
Section 7 hereof.

      6. Conversion Right. The Holder of this Debenture shall have the right, at
Holder's  option,  at any time,  to convert all, or, any part of this  Debenture
into  such  number of fully  paid and  nonassessable  shares of Common  Stock as
provided herein.  The Holder of this Debenture may exercise the conversion right
by giving  written  notice  (the  "Conversion  Notice")  to the  Company  of the
exercise  of such  right  and  stating  the name or names  in  which  the  stock
certificate  or stock  certificates  for the  shares of  Common  Stock are to be
issued and the  address  to which  such  certificates  shall be  delivered.  The
Conversion Notice shall be accompanied by the Debenture. The number of shares of
Common Stock that shall be issuable upon conversion of the Debenture shall equal
the  outstanding  Principal  Amount of the Debenture  divided by the  Conversion
Price (as  defined  below)  and in effect on the date the  Conversion  Notice is
given; provided,  however, that in the event that this Debenture shall have been
partially redeemed,  shares of Common Stock shall be issued pro rata, rounded to
the nearest whole share. Conversion shall be deemed to have been effected on the
date the Conversion  Notice is received (the "Conversion  Date"). In the case of
any Debenture  called for redemption,  the conversion  rights will expire at the
close of business on the Redemption Date. Within twenty (20) business days after
receipt of the  Conversion  Notice,  the Company shall issue and deliver by hand
against a signed receipt therefor or by United States  registered  mail,  return
receipt  requested,  to the address designated in the Conversion Notice, a stock
certificate  or stock  certificates  of the Company  representing  the number of
shares  of  Common  Stock to which  Holder  is  entitled  and a check or cash in
payment of all interest  accrued and unpaid on the Debenture up to and including
the Conversion  Date.  The  conversion  rights will be governed by the following
provisions:


                                       3
<PAGE>


            (a) Conversion Price. The initial  Conversion Price shall be $3.523,
entitling  the  Holder  to  283,842  shares of Common  Stock,  and shall  become
$0.4478,  entitling the Holder to 2,233,278  shares on a post-split basis when a
7.86802:1  split of the Common Stock is effected in March 2004,  which number of
shares  shall equal 8.334% of the  Company's  Common Stock as of the date hereof
and as of the date the Common Stock split is effected,  assuming full conversion
of the Debenture.  The Conversion Price is subject to subsequent adjustment,  as
provided herein.

            (b)  Adjustment  for Issuance of Shares at Less Than the  Conversion
Price.  If and  whenever  any  Additional  Common  Stock  shall be issued by the
Company  (the "Stock Issue  Date") for a  consideration  per share less than the
Conversion Price,  then in each such case the initial  Conversion Price shall be
reduced to a new Conversion  Price in an amount equal to the price per share for
the Additional  Common Stock then issued, if issued in connection with a sale of
shares,  or the value of the Additional  Common Stock then issued, as determined
in accordance with generally  accepted  accounting  principles,  if issued other
than for cash, and the number of shares issuable to Holder upon conversion shall
be proportionately increased; and, in the case of Additional Common Stock issued
without  consideration,  the initial Conversion Price shall be reduced in amount
and the number of shares issued upon conversion  shall be increased in an amount
so as to maintain for the Holder the right to convert the Debenture  into shares
equal in amount  to the same  percentage  interest  in the  Common  Stock of the
Company as existed for the Holder immediately preceding the Stock Issue Date.

            (c) Sale of Shares.  In case of the  issuance of  Additional  Common
Stock for a consideration  part or all of which shall be cash, the amount of the
cash  consideration  therefor shall be deemed to be the gross amount of the cash
paid  to  the  Company  for  such  shares,  before  deducting  any  underwriting
compensation  or  discount  in the sale,  underwriting  or  purchase  thereof by
underwriters  or  dealers  or  others  performing  similar  services  or for any
expenses incurred in connection therewith. In case of the issuance of any shares
of  Additional  Common Stock for a  consideration  part or all of which shall be
other than  cash,  the amount of the  consideration  therefor,  other than cash,
shall be deemed to be the then fair market value of the property received.

            (d) Stock Splits,  Subdivisions  or  Combinations.  When a 7.86802:1
split of the Common Stock is effected in March 2004,  the  Conversion  Price and
number of shares of Common Stock then issuable upon  conversion  shall be as set
forth in  paragraph  6(a)  above.  In the event of a  subsequent  stock split or
subdivision  of shares of Common  Stock  into a greater  number of  shares,  the
Conversion  Price  shall be  proportionately  decreased,  and in the  event of a
combination  of shares of Common  Stock  into a smaller  number of  shares,  the
Conversion Price shall be proportionately  increased, such increase or decrease,
as the case may be, becoming effective at the record date.


                                       4
<PAGE>

            (e) Stock Dividends.  Shares of Common Stock issued as a dividend or
other  distribution on any class of capital stock of the Company shall be deemed
to have been issued without consideration.

            (f) Exceptions. The term "Additional Common Stock" herein shall mean
all shares of Common Stock or securities  convertible or exercisable into shares
of Common Stock hereafter issued by the Company  (including Common Stock held in
the treasury of the Company), except (A) Common Stock issued upon the conversion
of any of the  Debentures;  (B) Common Stock issuable upon exercise of presently
outstanding  warrants or stock  options;  or (C) up to 700,000  shares of Common
Stock,  issuable  upon  exercise of employee  stock options to be granted in the
future at less than the initial Conversion Price.

            (g) Adjustment for Mergers and  Consolidations.  In the event of any
consolidation  or  merger  of the  Company  with or into,  or the sale of all or
substantially  all of the properties  and assets of the Company,  to any person,
and in connection therewith, consideration is payable to holders of Common Stock
in  cash,   securities  or  other   property,   then  as  a  condition  of  such
consolidation, merger or sale, lawful provision shall be made, and duly executed
documents  evidencing  the same shall be  delivered  to the Holder,  so that the
Holder shall have the right at any time prior to the maturity of this  Debenture
to purchase, at a total price equal to the Conversion Price immediately prior to
such event, the kind and amount of cash, securities or other property receivable
in connection with such  consolidation,  merger or sale, by a holder of the same
number of shares of Common Stock as were  convertible by the Holder  immediately
prior to such  consolidation,  merger  or sale.  In any such  case,  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
cash,  securities or property deliverable upon exercise hereof.  Notwithstanding
the foregoing,  (i) if the Company merges or consolidates  with, or sells all or
substantially  all  of its  property  and  assets  to,  any  other  person,  and
consideration is payable to holders of Common Stock in exchange for their Common
Stock in  connection  with such  merger,  consolidation  or sale which  consists
solely of cash, or (ii) in the event of the dissolution,  liquidation or winding
up of the Company, then the Holder shall be entitled to receive distributions on
the date of such event on the same basis with holders of Common Stock as if this
Debenture  had  been  converted  immediately  prior  to  such  event,  less  the
Conversion Price. Upon receipt of such payment, if any, the rights of the Holder
shall terminate and cease and this Debenture  shall expire.  In case of any such
merger,  consolidation or sale of assets, the surviving or acquiring person and,
in the event of any dissolution,  liquidation or winding up of the Company,  the
Company  shall  promptly,  after  receipt of this  surrendered  Debenture,  make
payment by delivering a check in such amount as is appropriate  (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such  person as it may be directed  in writing by the Holder  surrendering  this
Debenture.

            (h) Distributions.  In the event of distribution to all Common Stock
holders  of any  securities,  cash or  properties  or assets or other  rights to
purchase securities or assets,  then, after such event, this debenture will also
be convertible  into the kind and amount of securities,  cash and other property
which the Holder  would have been  entitled  to receive if the Holder  owned the
Common Stock issuable upon conversion of the Debenture  immediately prior to the
occurrence of such event.


                                       5
<PAGE>

            (i)  Capital  Reorganization  and  Reclassification.  In case of any
capital  reorganization or  reclassification  of the Common Stock of the Company
(other  than  a  change  in  par  value  or as a  result  of a  stock  dividend,
subdivision,  split  up or  combination  of  shares),  this  Debenture  shall be
convertible  into the kind and number of shares of stock or other  securities or
property  of the  Company to which the Holder of the  Debenture  would have been
entitled  to  receive  if the  Holder  owned  the  Common  Stock  issuable  upon
conversion of the Debenture  immediately  prior to the occurrence of such event.
The provisions of the  immediately  foregoing  sentence shall similarly apply to
successive  reorganizations,   reclassifications,   consolidations,   exchanges,
leases, transfers or other dispositions or other share exchanges.

            (j)  Notice.  In the event the  Company  shall  propose  to take any
action which shall result in an adjustment in the Conversion  Price, the Company
shall give notice to the Holder of this  Debenture,  which notice shall  specify
the record date,  if any, with respect to such action and the date on which such
action is to take place.  Such notice shall be given on or before the earlier of
10 days before the record date or the date on which such action  shall be taken.
Such notice shall also set forth all facts (to the extent known) material to the
effect of such action on the Conversion  Price and the number,  kind or class of
shares or other securities or property which shall be deliverable or purchasable
upon the  occurrence  of such  action or  deliverable  upon  conversion  of this
Debenture.

            (k) Certificate.  Following  completion of an event which results in
an adjustment to the Conversion  Price,  the Company shall furnish to the Holder
of this  Debenture a statement,  signed by the Chief  Executive  Officer and the
Secretary of the Company,  of the facts creating such  adjustment and specifying
the resultant  adjusted  Conversion Price then in effect,  which statement shall
constitute an amendment to this Debenture.

      7. One-Time Adjustment to Conversion Price. Notwithstanding the provisions
of Section 6 hereof,  if the  volume-weighted  average  closing bid price of the
Common Stock,  as reported in The Wall Street  Journal,  for the 10  consecutive
trading days (the "Trading Period") following the Company's public press release
of its fiscal 2004 financial results (such  volume-weighted  average closing bid
price herein referred to as the "One-Time Adjusted Conversion Price") is a price
less than the  initial  Conversion  Price and if the  Company  does not  achieve
fiscal 2004 net income of $675,000, excluding extraordinary gains and losses and
any non-cash charges relating to the issuance of the Loan and warrants, then the
Conversion Price shall be automatically  adjusted downward to an amount equal to
100% of the One-Time Adjusted Conversion Price. If an adjustment occurs pursuant
to this  Section  7,  then the  Company  shall  furnish  to the  holder  of this
Debenture a statement,  within ten days of the occurrence thereof, signed by the
Chief Financial Officer and the Secretary of the Company,  of the facts creating
such adjustment and specifying the resulting One-Time Adjusted  Conversion Price
then in effect.  The Holder shall not convert this  Debenture or sell any shares
of Common Stock during the Trading  Period or the ten  consecutive  trading days
prior to such period.

      8.  Reservation of Shares.  Borrower  warrants and agrees that it shall at
all times reserve and keep available,  free from preemptive  rights,  sufficient
authorized  and  unissued  shares of Common  Stock or treasury  shares of Common
Stock necessary to effect conversion of this Debenture.


                                       6
<PAGE>


      9. Taxes.  The Company shall pay any  documentary  or other  transactional
taxes  attributable  to the issuance or delivery of this Debenture or the shares
of Common Stock issued upon  conversion  by the Holder  (excluding  any federal,
state or local income taxes and any  franchise  taxes or taxes  imposed upon the
Holder by the jurisdiction,  or any political  subdivision thereof,  under which
such Holder is organized or is qualified to do business).

      10. Default.

            (a) Event of Default. An "Event of Default" shall exist if an "Event
of Default"  (as  defined in that  certain  Convertible  Loan  Agreement,  dated
February 27, 2004, among Borrower,  the Company,  Lender and RENN Capital Group,
Inc., a Texas  corporation,  as agent for the Lender (the "Agent"))  shall occur
and be continuing.

            (b)  Remedies  Upon Event of Default.  If an Event of Default  shall
have occurred and be continuing, then the Holder may exercise any one or more of
the rights and remedies  provided in the Loan Documents,  as the Holder,  in its
sole discretion, may deem necessary or appropriate.

            (c) Remedies Nonexclusive. Each right, power or remedy of the Holder
hereof  upon the  occurrence  of any Event of  Default as  provided  for in this
Debenture or now or hereafter  existing at law or in equity or by statute  shall
be  cumulative  and  concurrent  and shall be in addition to every other  right,
power or remedy  provided for in this Debenture or now or hereafter  existing at
law or in equity or by statute, and the exercise or beginning of the exercise by
the Holder or  transferee  hereof of any one or more of such  rights,  powers or
remedies shall not preclude the  simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies.

            (d)  Expenses.  Upon  the  occurrence  of a  Default  or an Event of
Default,  which  occurrence  is not cured within the notice  provisions,  if any
provided  therefore,  Borrower and Company  agree to pay and shall pay all costs
and expenses (including  attorneys' fees and expenses) incurred by the Holder in
connection  with the  preservation  and enforcement of Holder's rights under the
Convertible Loan Agreement, the Debenture, or any other Loan Document.

      11. Failure to Act and Waiver. No failure or delay by the Holder hereof to
require  the  performance  of any  term or  terms  of this  Debenture  or not to
exercise any right or any remedy  shall  constitute a waiver of any such term or
of any right or of any  default,  nor shall such delay or failure  preclude  the
Holder hereof from exercising any such right,  power or remedy at any later time
or times.  By accepting  payment after the due date of any amount  payable under
this Debenture,  the Holder hereof shall not be deemed to waive the right either
to require payment when due of all other amounts payable,  or to later declare a
default for failure to effect such payment of any such other amount. The failure
of the Holder of this  Debenture  to give notice of any failure or breach of the
Borrower  under this  Debenture  shall not  constitute  a waiver of any right or
remedy in respect of such continuing failure or breach or any subsequent failure
or breach.


                                       7
<PAGE>

      12. Consent to Jurisdiction. The Borrower and the Company hereby agree and
consent that any action,  suit or proceeding arising out of this Debenture shall
be brought  exclusively in any state or federal court in Dallas  County,  Texas,
including the United States  District Court for the Northern  District of Texas,
and by the  issuance  and  execution  of this  Debenture,  the  Borrower and the
Company irrevocably consent to the exclusive jurisdiction and venue of each such
court. The Company hereby irrevocably  appoints CT Corporation  System,  Dallas,
Texas,  as agent for the Borrower to accept service of process for and on behalf
of the Borrower or the Company in any action,  suit or proceeding arising out of
this Debenture.

      13. Holder's Right to Request Multiple Debentures.  The Holder shall, upon
written  request  and  presentation  of the  Debenture,  have the right,  at any
interest  payment  date,  to request  division of this  Debenture  into multiple
instruments, each of such to be in such amounts as shall be requested.

      14. Transfer.  Subject to Section 12.07 of the Convertible Loan Agreement,
this Debenture may be transferred on the books of the Borrower by the registered
Holder hereof, or by Holder's attorney duly authorized in writing, only upon (i)
delivery to the Borrower of a duly executed assignment of the Debenture, or part
thereof, to the proposed new Holder, along with a current notation of the amount
of payments  received and net Principal Amount yet unfunded,  and presentment of
such  Debenture  to the  Borrower  for  issue  of a  replacement  Debenture,  or
Debentures,  in the  name of the new  Holder,  (ii) the  designation  by the new
Holder of the Lender's agent for notice, such agent to be the sole party to whom
Borrower  shall be required to provide  notice when notice to Holder is required
hereunder  and who shall be the sole party  authorized  to  represent  Lender in
regard to  modification  or waivers under the Debenture,  the  Convertible  Loan
Agreement,  or other Loan  Documents;  and any action,  consent or waiver (other
than a compromise  of principal  and  interest)  when given or taken by Lender's
agent for notice,  shall be deemed to be the action of the holders of a majority
in amount of the Principal Amount of the Debenture, as such holders are recorded
on the books of the Borrower, and (iii) in compliance with the legend to read as
follows:

      "This Debenture has not been registered  under the Securities Act of 1933,
      as amended  ("Act"),  or applicable  state securities laws ("State Acts"),
      and shall not be sold, hypothecated, or otherwise transferred, unless such
      transfer is made in compliance with the Act and the State Acts."

      The  Company  shall be  entitled  to treat  any  holder  of  record of the
Debenture  as the Holder in fact thereof and of the  Debenture  and shall not be
bound to recognize any equitable or other claim to or interest in this Debenture
in the name of any other  person,  whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.

      15. Notices.  All notices and communications under this Debenture shall be
in writing and shall be either delivered in person or by overnight service, such
as FedEx, and accompanied by a signed receipt  therefor;  or mailed  first-class
United States certified mail,  return receipt  requested,  postage prepaid,  and
addressed as follows: (i) if to the Borrower or the Company at their address for
notice as stated in the Convertible Loan Agreement; and (ii) if to the Holder of
this Debenture,  to the address (a) of such Holder as it appears on the books of
the Borrower or (b) in the case of a partial  assignment to one or more Holders,
to  the  Lender's  agent  for  notice,  as  the  case  may  be.  Any  notice  of
communication shall be deemed given and received as of the date of such delivery
if delivered; or if mailed, then three days after the date of mailing.


                                       8
<PAGE>

      16. Convertible Loan Agreement and Security  Agreement.  This Debenture is
issued pursuant to the Convertible Loan Agreement, and the Holder is entitled to
all the  rights and  benefits  thereunder.  Both  Borrower  and the Holder  have
participated  in  the  negotiation  and  preparation  of  the  Convertible  Loan
Agreement and of this Debenture.  Borrower agrees that a copy of the Convertible
Loan Agreement with all amendments,  additions and substitutions  therefor shall
be  available  to the  Holder  at the  offices  of  Borrower.  The  indebtedness
evidenced by this Debenture is secured pursuant to the Security  Agreement dated
of even date  herewith  among the  Company  and the  Holder,  and the  Holder is
entitled to all rights and benefits of a secured party thereunder.

      17. Maximum Interest Rate.

            (a) Regardless of any provision contained in this Debenture,  Lender
shall  never be  entitled  to  receive,  collect  or apply  as  interest  on the
Debenture any amount in excess of interest  calculated at the Maximum Rate, and,
in the event that Lender ever receives, collects or applies as interest any such
excess,  the amount  which would be excessive  interest  shall be deemed to be a
partial  prepayment  of principal  and treated  hereunder  as such;  and, if the
principal  amount of the Debenture is paid in full,  any remaining  excess shall
forthwith be paid to Borrower.  In determining  whether or not the interest paid
or payable under any specific  contingency  exceeds  interest  calculated at the
Maximum Rate,  Borrower and Lender shall, to the maximum extent  permitted under
applicable law, (i) characterize any non principal payment as an expense, fee or
premium  rather than as interest,  (ii) exclude  voluntary  prepayments  and the
effects thereof,  and (iii) amortize,  pro rate,  allocate and spread,  in equal
parts, the total amount of interest  throughout the entire  contemplated term of
the  Debenture;  provided  that,  if the Debenture is paid and performed in full
prior to the end of the full  contemplated  term  thereof,  and if the  interest
received for the actual period of existence thereof exceeds interest  calculated
at the Maximum  Rate,  Lender shall refund to Borrower the amount of such excess
or  credit  the  amount  of such  excess  against  the  principal  amount of the
Debenture  and,  in such  event,  Lender  shall not be subject to any  penalties
provided  by any  laws for  contracting  for,  charging,  taking,  reserving  or
receiving interest in excess of interest calculated at the Maximum Rate.

            (b) "Maximum  Rate" shall mean, on any day, the highest  nonusurious
rate of interest (if any)  permitted by applicable  law on such day that, at any
time or from time to time, may be contracted  for, taken,  reserved,  charged or
received on the Indebtedness evidenced by the Debenture under the laws which are
presently in effect of the United  States of America or by the laws of any other
jurisdiction  which are or may be applicable to the Holders of the Debenture and
such Indebtedness or, to the extent permitted by law, under such applicable laws
of the United States of America or by the laws of any other  jurisdiction  which
are or may be  applicable to the Holder of the Debenture and which may hereafter
be in effect and which allow a higher  maximum  nonusurious  interest  rate than
applicable laws now allow.


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<PAGE>

      18.  Defined  Terms.  Capitalized  terms used but not defined herein shall
have the meaning given them in the Convertible Loan Agreement.

      19.  Governing Law. This Debenture  shall be governed by and construed and
enforced in accordance with the substantive laws of the State of Texas,  without
regard to the conflicts of laws provisions  thereof,  and the applicable laws of
the United States.

      IN WITNESS  WHEREOF,  the  Company has caused  this  Debenture  to be duly
issued, executed and delivered on the date and year above stated.


                                     DIGITAL LEARNING INSTITUTE, INC.

                                     By:
                                        ----------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                              ----------------------------------



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