DEBT CONVERSION AGREEMENT

      This Debt Conversion  Agreement made as of this 1st day of December,  2003
between Dominix, Inc., a Delaware corporation (the "Company") having a principal
place of  business  at 40  Marquette  Drive,  Smithtown,  NY 11787 and Steven A.
Horowitz  ("Lender")  having a  principal  place of  business at 400 Garden City
Plaza, Suite 202, Garden City, NY 11530.

      WHEREAS,  Lender  has from  time to time  advanced  funds  to the  Company
totaling $158,000, including accrued but unpaid interest (the "Loan"); and

      WHEREAS,  Lender is willing to release the Company from its  obligation to
repay the Loan upon the terms and conditions set forth herein.

      NOW THEREFORE,  in consideration  of the terms,  conditions and agreements
contained in this Agreement, the parties agree as follows:

      1.    Issuance of Securities.

            (a) Lender agrees to accept  2,106,666  shares (the "Shares") of the
Company's  Series A  Convertible  Preferred  Stock in full  satisfaction  of the
Company's  obligation to repay the Loan.  Company  agrees to issue the Shares to
Lender,  or such other  person  that  Lender has  directed on Schedule A hereto,
promptly following the execution of this Agreement.

            (b) The certificate, in due and proper form, representing the Shares
will bear a legend substantially in the following form:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE  SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR
            INVESTMENT  AND MAY NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
            ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THESE  SHARES
            UNDER THE  SECURITIES  ACT OF 1933 OR AN  OPINION  OF  COUNSEL  THAT
            REGISTRATION IS NOT REQUIRED UNDER SAID ACT".

      2.    LENDERS REPRESENTATIONS AND WARRANTIES.

      The Lender  hereby  acknowledges,  represents  and warrants to, and agrees
with, the Company as follows:

            (a) The  Lender is  acquiring  the  Shares  for its own  account  as
principal, for investment purposes only, and not with a view to, or for, resale,
distribution or  fractionalization  thereof,  in whole or in part, and no person
other than those set forth on  Schedule  A has a direct or  indirect  beneficial
interest in such Shares.


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<PAGE>

            (b) The Lender  acknowledges its understanding that the offering and
sale of the Shares is intended to be exempt from  registration  under the Act by
virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and
the provisions of Regulation D thereunder.

            (c) The Lender has the  financial  ability to bear the economic risk
of its  investment,  has adequate  means for providing for his current needs and
personal  contingencies  and has no  need  for  liquidity  with  respect  to his
investment in the Company.

            (d) The Lender is a  corporation  which  comes  within a category of
"accredited  investor"  as that term is defined in Rule 501(a) of  Regulation  D
under the Act (17 C.F.R. 230.501(a)).

            (e)  The  Lender  has  made  an  independent  investigation  of  the
Company's   business,   been  provided  an  opportunity  to  obtain   additional
information  concerning  the Company it deems  necessary  to make an  investment
decision  and all other  information  to the extent the Company  possesses  such
information or can acquire it without unreasonable effort or expense.

            (f) The Lender represents, warrants and agrees that it will not sell
or otherwise  transfer the Shares unless registered under the Act or in reliance
upon an exemption therefrom,  and fully understands and agrees that it must bear
the  economic  risk of its purchase for an  indefinite  period of time  because,
among  other  reasons,  the  Shares  or  underlying  securities  have  not  been
registered  under the Act or under the  securities  laws of certain  states and,
therefore,  cannot be resold, pledged,  assigned or otherwise disposed of unless
they  are  subsequently  registered  under  the Act  and  under  the  applicable
securities  laws of such  states  or an  exemption  from  such  registration  is
available.  The Lender also  understands that the Company is under no obligation
to register the Shares on its behalf or to assist the Lender in  complying  with
any exemption from  registration  under the Act. The Lender further  understands
that sales or transfers of the Shares or underlying securities are restricted by
the provisions of state securities laws.

            (g) The execution and  performance  of this  Agreement has been duly
authorized by all requisite  corporate  action by Lender and the person  signing
this Agreement on behalf of Lender has been duly authorized by such entity to do
so.

            (h) The foregoing  representations,  warranties and agreements shall
survive the delivery of the Shares under the Agreement.

      3.    COMPANY REPRESENTATIONS AND WARRANTIES.

      The Company  hereby  acknowledges,  represents and warrants to, and agrees
with the Lender as follows:

            (a) The Company has been duly organized,  is validly existing and is
in good standing  under the laws of the State of Delaware.  The Company has full
corporate  power and authority to enter into this  Agreement and this  Agreement
has been duly and validly authorized,  executed and delivered by the Company and
is a valid and  binding  obligation  of the  Company,  enforceable  against  the
Company in accordance with its terms,  except as such enforcement may be limited
by the  United  States  Bankruptcy  Code and laws  effecting  creditors  rights,
generally.


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<PAGE>

            (b) Subject to the  performance  by the  Lenders of its  obligations
under this Agreement and the accuracy of the  representations  and warranties of
the  Lender,  the  offering  and  sale of the  Shares  will be  exempt  from the
registration requirements of the Act.

            (c)  The   execution  and  delivery  by  the  Company  of,  and  the
performance by the Company of its obligations under this Agreement in accordance
with the terms of this Agreement will not contravene any provision of applicable
law or the charter documents of the Company or any agreement or other instrument
binding upon the Company,  or any judgment,  order or decree of any governmental
body,  agency or court having  jurisdiction  over the  Company,  and no consent,
approval,  authorization  or order of, or  qualification  with, any governmental
body or agency is required for the performance by the Company of its obligations
under this Agreement in accordance with the terms of this Agreement.

            (d) The foregoing  representations,  warranties and agreements shall
survive the Closing.

      4.    RELEASE.

      Upon the delivery of the consideration to Lender set forth in Section 1 of
this Agreement,  the Lender  releases and forever  discharges the Company of and
from all and all manner of  actions,  suits,  debts,  sums of money,  contracts,
agreements, claims and demands at law or in equity, that Lender had, or may have
arising from the Loan.

      5.    MISCELLANEOUS.

            (a)  Modification.  Neither this Agreement nor any provisions hereof
shall be modified,  discharged or terminated  except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.

            (b) Notices.  Any notice,  demand or other  communication  which any
party  hereto  may be  required,  or may  elect,  to give to  anyone  interested
hereunder shall be sufficiently  given if (a) deposited,  postage prepaid,  in a
United States mail letter box,  registered  or certified  mail,  return  receipt
requested,  addressed to such address as may be given  herein,  or (b) delivered
personally at such address.

            (c) Counterparts.  This Agreement may be executed through the use of
separate  signature  pages or in any  number of  counterparts,  and each of such
counterparts  shall, for all purposes,  constitute one agreement  binding on all
the parties,  notwithstanding  that all parties are not  signatories to the same
counterpart.

            (d)  Binding  Effect.  Except as  otherwise  provided  herein,  this
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their heirs, executors,  administrators,  successors,  legal representatives and
assigns.  If the  undersigned  is more than one person,  the  obligation  of the
Investor  shall be  joint  and  several,  and the  agreements,  representations,
warranties and  acknowledgments  herein  contained shall be deemed to be made by
and be binding  upon each such person and his heirs,  executors,  administrators
and successors.


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<PAGE>

            (e) Entire Agreement.  This instrument contains the entire agreement
of the parties, and there are no representations,  covenants or other agreements
except as stated or referred to herein.

            (f) Applicable  Law. This Agreement  shall be governed and construed
under the laws of the State of New York.

      IN WITNESS  WHEREOF,  the Company and Lender have caused this Agreement to
be  executed  and  delivered  by  their  respective  officers,   thereunto  duly
authorized.

                                                   DOMINIX, INC.



                                               By: /s/ Andrew J. Schenker
                                                   -----------------------------
                                                   Andrew J. Schenker, President


                                                   /s/ Steven A. Horowitz
                                                   -----------------------------
                                                   Steven A. Horowitz


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<PAGE>

                                   SCHEDULE A


Aaron Stein                                               10,333
Snapper Partners, LLC                                    545,000
CDKNet.Com, Inc.                                          50,000
Arnold P. Kling                                          115,000
Peter N. Christos                                        140,000
Dakota Group, Ltd.                                        75,000
George Sandhu                                            141,000
Shai Bar-Lavi                                             66,000
Steve Wildstein                                           75,000
Steve Wildstein                                           75,000
Andrew Schenker                                          100,000
Lawrence Wiener                                           50,000
John R. D'Angelo                                          70,000
Herbert Sommer                                            50,000
Joel Schneider                                            50,000
James Zimbler                                            115,000
Michael Krome                                             25,000
John Moran                                               141,000
Ed Gordon                                                 50,000
Andrew Racz                                               50,000
James Murphy                                              25,000
Andrew Sirlin                                             25,000
Anthony Capone                                            25,000
John Glanzman                                             25,000
Ramona Lanner                                             13,333
                                                       ---------

                                     TOTAL             2,106,666
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