Exhibit 10.12

FORM OF DEBENTURE

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD  EXCEPT AS  PERMITTED  UNDER  SUCH LAWS  PURSUANT  TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

AMOUNT             $697,000.00USD

DEBENTURE NUMBER   FEBRUARY-2005-2

ISSUANCE DATE      FEBRUARY 14TH, 2005

MATURITY DATE      FEBRUARY 14TH, 2010

      FOR VALUE RECEIVED,  C-CHIP TECHNOLOGIES  CORPORATION a Nevada corporation
(the "Company"),  hereby promises to pay to Louis  Laframboise (the "Holder") on
February 14, 2010, (the "Maturity  Date"),  the principal  amount of Six Hundred
Ninety Seven Thousand  Dollars ($  697,000.00)  U.S., and to pay interest on the
principal  amount hereof,  in such amounts,  at such times and on such terms and
conditions as are specified herein.

Article 1. Interest

      The  Company  shall pay  interest on the unpaid  principal  amount of this
Debenture (the "Debenture") on the first day beginning of quarter, beginning May
1st  2005  until  the  principal  amount  hereof  is paid  in  full or has  been
converted.  The Debentures shall pay nine percent (9%) yearly interest,  in cash
from the date hereof.

      All unpaid  amount and interest  will bear a nine  percent (9%)  interest,
(Interest on outstanding  payments),  any interest unpaid as of the due date, in
addition to all other sums unpaid on said date,  will carry  interest as of said
date  equivalent  to a yearly  interest  rate of Nine percent  (9%),  calculated
daily,  and all such interest will be due at all times,  without  requirement of
prior warning or formal notice.


<PAGE>

The Holder may elect to convert  such  payment  amount into Common  Stock at the
conversion  rate set forth in  section  3.2(d) at  anytime  before  the 10th day
following the issue of the present debenture.

Article 2. Method of Payment

      This  Debenture must be surrendered to the Company in order for the Holder
to receive  payment of the principal  amount hereof.  The Company shall have the
option of paying the interest on this Debenture in Canadian dollars or in Common
Stock upon conversion pursuant to present.  The Company may draw a check for the
payment of interest to the order of the Holder of this  Debenture and mail it to
the Holder's address as shown on the Register (as defined in Section 7.2 below).
Interest and principal payments shall be subject to withholding under applicable
United States Federal Internal  Revenue Service  Regulations and Canadian Income
Tax Laws.

Article 3. Conversion

      Section 3.1. Conversion Privilege

      (a) The Holder of this  Debenture  shall have the right to convert it into
shares of Common Stock at any time following the Closing Date but not before the
Sixth (6th) month  following  the closing  date,  except as set forth in Section
3.1(c) below.  The number of shares of Common Stock issuable upon the conversion
of this Debenture is Eight Hundred and Fifty Thousand (850,000) Common Shares.

      (b) The Holder can force Conversion of the Debenture, Six (6) months after
the issuance,  either in entirely free trading Shares of the Company, at a price
equivalent to the value of the  Company's  shares on the last opening day of the
financial  markets,  preceding  the closing of the sale of the shares of 3826961
CANADA INC., that being February 14, 2005, or at the Holder's choice,  in shares
of `CLI' (as defined in the letter of intent  between the Holder and the Company
signed on  December  23,  2004,  otherwise  known as the  corporation  to become
public),  and this according to a conversion  value equivalent to the preceding.
This  Debenture  may not be  converted,  whether in whole or in part,  except in
accordance with Article 3.

      (c) In the event of the departure  from CLI of Messrs.  Jean Talbot and/or
Louis  Laframboise,  the Company could force the  conversion of the Debenture in
the form of Shares of the  Company  at a price  equivalent  to the value of said
Shares on the last opening day of the financial  markets,  preceding the closing
of the sale of the shares of 3826961 CANADA INC.,  that being February 14, 2005,
or at  Holder's  choice,  in shares of `CLI' (as defined in the letter of intent
between the Holder and the Company signed on December 23, 2004,  otherwise known
as the corporation to become public),  and this according to a conversion  value
equivalent to the preceding


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      (d) The Company could force the conversion of the Debenture in the form of
Shares of the Company at a price  equivalent  to the value of said Shares on the
last opening day of the financial markets,  preceding the closing of the sale of
the shares of 3826961 CANADA INC.,  that being February 14, 2005, or at Holder's
choice,  in shares of `CLI' (as  defined  in the  letter of intent  between  the
Holder and the  Company  signed on December  23,  2004,  otherwise  known as the
corporation  to  become  public),  and  this  according  to a  conversion  value
equivalent to the preceding, in the event that the market value of the shares of
one of the two  companies  reaches  the  double  of their  conversion  value and
maintains this value for a period of Thirty (30) consecutive days;

      Section 3.2. Conversion Procedure.

      (a) Debentures.  Upon receipt by the Company of a facsimile or original of
Holder's signed Notice of Conversion (See Exhibit  attached hereto) preceded by,
together  with or followed by receipt of the original  Debenture to be converted
in whole or in part in the manner set forth in 3.2(b)  below,  the Company shall
instruct its transfer agent to issue one or more Certificates  representing that
number of shares of Common Stock into which the  Debenture is  convertible.  The
Company  shall  act as  Registrar  and  shall  maintain  an  appropriate  ledger
containing the necessary information with respect to each Debenture.

      (b)  Conversion  Procedures.  The face  amount  of this  Debenture  may be
converted,  as  prescribe  in  paragraph  3.1  (a).  Such  conversion  shall  be
effectuated  by  surrendering  to the  Company,  this  Debenture to be converted
together with a facsimile or original of the signed  Notice of Conversion  which
evidences  Holder's  intention to convert the Debenture  indicated.  The date on
which the Notice of Conversion is effective  ("Conversion Date") shall be deemed
to be the date on which the Holder has  delivered  to the Company a facsimile or
original  of  the  signed  Notice  of  Conversion,   as  long  as  the  original
Debenture(s)  to be  converted  are  received  by the Company  within  three (3)
business days  thereafter.  Notwithstanding  the above, any Notice of Conversion
not received by 5:00 P.M.  Eastern  time,  shall be deemed to have been received
the next business day.

      (c) Common Stock to be Issued.  Upon the  conversion of any Debentures and
upon receipt by the Company of a facsimile or original of Holder's signed Notice
of  Conversion  the Company  shall  instruct its  transfer  agent to issue stock
certificates  without  restrictive legend or stop transfer  instructions,  if at
that time the  Registration  Statement has been deemed effective (or with proper
restrictive  legend if the  Registration  Statement has not as yet been declared
effective), in such denominations to be specified at conversion representing the
number of shares of Common Stock issuable upon such  conversion,  as applicable.
The Company warrants that no instructions,  other than these instructions,  have
been  given or will be given to the  transfer  agent and that the  Common  Stock
shall  otherwise  be  freely  resold,  except as may be set  forth  herein.  The
securities,  have being  issued  pursuant  to the  exemption  from  registration
contained in Regulation S of the Securities Act of 1933.


<PAGE>

      (d) Conversion Rate. Holder is entitled to convert the face amount of this
Debenture,  plus accrued interest, either in entirely free trading Shares of the
Company,  at a price equivalent to the value of the Company's  shares,  which is
fix by the  parties at 0.82USD  per Common  Shares for a total of 850 000 common
shares,  or at Holder's choice,  in shares of `CLI' (as defined in the letter of
intent between the Holder and the Company signed on December 23, 2004, otherwise
known as the corporation to become  public),  and this according to a conversion
value  equivalent to the preceding,  each being  referred to as the  "Conversion
Price". No fractional shares or scrip  representing  fractions of shares will be
issued on conversion,  but the number of shares  issuable shall be rounded up or
down, as the case may be, to the nearest whole share.

      (e) Nothing  contained in this  Debenture  shall be deemed to establish or
require the payment of interest to the Holder at a rate in excess of the maximum
rate permitted by governing law. In the event that the rate of interest required
to be paid  exceeds the maximum rate  permitted  by  governing  law, the rate of
interest  required to be paid there under shall be automatically  reduced to the
maximum rate permitted under the governing law and such excess shall be returned
with reasonable promptness by the Holder to the Company.

      (f) It shall be the Company's responsibility to take all necessary actions
and to bear  all such  costs  to issue  the  Common  Stock as  provided  herein,
including the  responsibility  and cost for delivery of an opinion letter to the
transfer  agent,  if so required.  The person in whose name the  certificate  of
Common Stock is to be registered  shall be treated as a shareholder of record on
and after the conversion  date.  Upon surrender of any Debentures that are to be
converted in part,  the Company shall issue to the Holder a new Debenture  equal
to the unconverted amount, if so requested in writing by Holder.

      (g)  Within Ten (10)  business  days  after  receipt of the  documentation
referred to above in Section 3.2(b), the Company shall deliver a certificate, in
accordance with Section 3.2(c) for the number of shares of Common Stock issuable
upon the conversion.

As soon as possible,  but in all cases within a maximum  period of Ten (10) days
following  the Date of  conversion,  the Company  will  deliver to Holder one or
several  certificates  representing  the Shares issued following the conversion.
Upon  Holder's  receipt  of the  share  certificate(s),  the  Company  shall  be
acquitted of its  obligation  of the portion of the capital Sum specified in the
conversion Notice.

      The  Company  shall at all  times  reserve  (or make  alternative  written
arrangements  for  reservation or contribution of shares) and have available all
Common Stock necessary to meet conversion of the Debentures by the Holder of the
entire amount of Debentures then outstanding.

      The Company shall  furnish to Holder such number of  prospectus  and other
documents  incidental  to  the  registration  of  the  shares  of  Common  Stock
underlying the Debentures, including any amendment of or supplements thereto.


<PAGE>

      (k)  Limitation on Amount of  Conversion  and  ownership.  Notwithstanding
anything  to the  contrary  in this  Debenture,  in no event shall the Holder be
entitled to convert that amount of Debenture,  and in no event shall the Company
permit that amount of conversion,  into that number of shares,  which when added
to the sum of the number of shares of Common Stock beneficially  owned, (as such
term is defined under Section  13(d) and Rule 13d-3 of the  Securities  Exchange
Act of 1934, as may be amended,  (the "1934 Act")), by the Holder,  would exceed
9.99% of the  number of shares of Common  Stock  outstanding  on the  Conversion
Date, as  determined  in  accordance  with Rule 13d-1(j) of the 1934 Act. In the
event that the number of shares of Common Stock  outstanding  as  determined  in
accordance  with Section  13(d) of the 1934 Act is  different on any  Conversion
Date than it was on the Closing Date,  then the number of shares of Common Stock
outstanding  on such  Conversion  Date shall govern for purposes of  determining
whether the Holder would be acquiring beneficial ownership of more than 9.99% of
the number of shares of Common Stock outstanding on such Conversion Date.

      (l) Legend. The Holder acknowledges that each certificate representing the
Debentures,  and the Common Stock unless registered pursuant to the Registration
Rights  Agreement,  shall  be  stamped  or  otherwise  imprinted  with a  legend
substantially in the following form:

      THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE MAY NOT BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED,  (ii) TO THE EXTENT APPLICABLE,  RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF  SECURITIES),  OR (iii) IF AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

      (m)  Prior  to  conversion  of  all  the  Debentures,  if at  anytime  the
conversion of all the  Debentures  outstanding  would result in an  insufficient
number of  authorized  shares of Common  Stock being  available to cover all the
conversions,  then in such  event,  the  Company  will  move to call  and hold a
shareholder's  meeting or have  shareholder  action with written  consent of the
proper number of  shareholders  within  thirty (30) days of such event,  or such
greater  period of time if  statutorily  required  or  reasonably  necessary  as
regards standard brokerage house and/or SEC requirements and/or procedures,  for
the purpose of authorizing  additional  shares of Common Stock to facilitate the
conversions.  In such an event  management of the Company shall recommend to all
shareholders to vote their shares in favour of increasing the authorized  number
of shares of Common  Stock.  Management  of the  Company  shall  vote all of its
shares  of  Common  Stock in  favour  of  increasing  the  number  of  shares of
authorized  Common  Stock.   Company  represents  and  warrants  that  under  no
circumstances  will it deny or prevent  Holder's right to convert the Debentures
as permitted under the terms of this Stock purchase  Agreement . Nothing in this
Section shall limit the obligation of the Company to make the payments set forth
in Section 3.2.


<PAGE>

      Section 3.3.  Fractional  Shares.  The Company shall not issue  fractional
shares of Common Stock, or scrip representing fractions of such shares, upon the
conversion of this  Debenture.  Instead,  the Company shall round up or down, as
the case may be, to the nearest whole share.

      Section 3.4. Taxes on Conversion.  The Company shall pay any  documentary,
stamp or  similar  issue or  transfer  tax due on the  issue of shares of Common
Stock upon the conversion of this Debenture.  However,  the Holder shall pay any
such tax which is due  because  the  shares  are issued in a name other than its
name.

      Section  3.5.  Company to Reserve  Stock.  The Company  shall  reserve the
number of shares of Common  Stock  required  pursuant  to and upon the terms set
forth in the Subscription  Agreement to permit the conversion of this Debenture.
All shares of Common Stock which may be issued upon the conversion  hereof shall
upon issuance be validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof.

      Section 3.6. Restrictions on Sale. This Debenture and other securities are
being  issued  pursuant to  regulation  S of the  securities  act of 1933.  This
Debenture and the Common Stock issuable upon the conversion  thereof may only be
sold  pursuant  to  registration  under  or  an  exemption  from  the  Act.  The
restriction  is  also  subject  to  the  Canadian  and  Quebec  legislations  if
applicable.

      Section 3.7.  Mergers,  Etc. If the Company  merges or  consolidates  with
another corporation or sells or transfers all or substantially all of its assets
to another  person and the holders of the Common  Stock are  entitled to receive
stock,  securities  or property in respect of or in exchange  for Common  Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and any such  successor,  purchaser or transferee  shall amend this Debenture to
provide  that it may  thereafter  be  converted  on the terms and subject to the
conditions  set forth  above  into the kind and amount of stock,  securities  or
property  receivable  upon such  merger,  consolidation,  sale or  transfer by a
holder of the number of shares of Common Stock into which this  Debenture  might
have been  converted  immediately  before such  merger,  consolidation,  sale or
transfer,  subject to adjustments  which shall be as nearly equivalent as may be
practicable to adjustments  provided for in this Article 3. (10)

a. In the event  that  there  should  occur,  before  the right to  convert  the
Debenture has been exercised with regard to the totality of the Capital Sum :

i. A modification  of the Company's  Capital  through a division or splitting of
voting and  participating  shares in  circulation,  of an exchange of voting and
participating shares of any other category of the Company, or of a regrouping or
consolidation of voting and  participating  shares of the Company in circulation
in a lesser number;


<PAGE>

ii. A  declaration  by the  Company  of a dividend  on voting and  participatory
shares of the Company payable in voting and participatory shares or in any title
convertible to voting and participatory shares ;

iii. A corporate reorganization of the Company; or

iv. Any other change  regarding the rights and  privileges of all  categories of
shares,  including  voting  and  participatory  shares  of the  Company  then in
circulation, with the potential to affect or modify the voting and participatory
shares of the Company;

a. At this  date  when  the  Debenture  is still  in  circulation,  and that the
Operation was carried out in a manner such that the Company's shareholders could
receive  shares,  titles,  cash or  other  asset  related  to their  voting  and
participatory shares or in exchange for these, the Holder will have the right to
convert the  Debenture  (according to  specifications  of Article 3 herein) into
shares, titles, cash or other like assets and for the same amounts receivable as
if the Holder had exercised his right of Conversion before the Operation.

b. In the event that the Company  should  merge with another  company  while the
Debenture is still in circulation, the Debenture will then be considered to be a
debenture of the new  post-merger  company,  and any conversion of the Debenture
(according  to  specifications  of Article 3 herein)  shall be a conversion to a
number of voting and  participatory  shares in the post-merger  company equal to
the number of  additional  shares that the Holder would have in the  post-merger
company if he had  exercised  his right of  conversion  immediately  before said
merger.

      Section 3.8 Company Optional Redemption.

The Company may as it pleases buy back the  Debenture  at its nominal  value and
pay the  accrued  interest  at term in the  event of the  departure  from CLI of
Messrs. Jean Talbot and/or Louis Laframboise.

To  exercise an  "Optional  Redemption",  the Company  must notify the Holder in
writing that it is exercising its right of Optional Redemption.

Article 4. Mergers

      The  Company  shall not  consolidate  or merge into,  or  transfer  all or
substantially  all of its assets to, any person,  unless such person  assumes in
writing the  obligations  of the Company under this  Debenture  and  immediately
after such  transaction no Event of Default exists.  Any reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations of the Company shall terminate upon such written assumption.


<PAGE>

Article 5. Reports

      The Company will mail to the Holder  hereof at its address as shown on the
Register a copy of any annual,  quarterly  or current  report that it files with
the Securities and Exchange  Commission  promptly after the filing thereof and a
copy of any annual,  quarterly or other report or proxy  statement that it gives
to its  shareholders  generally  at the time such report or statement is sent to
shareholders.

Article 6. Defaults and Remedies

      Section 6.1.  Events of Default.  An "Event of Default"  occurs if (a) the
Company  does  not  make the  payment  of the  principal  of this  Debenture  by
conversion into Common Stock within ten (10) business days of the Maturity Date,
upon  redemption or otherwise,  (b) if the Company does not punctually  make the
interest  payments on the Sum to the Holder,  as stipulated by this contract and
under reserve of the exercise of choice by the Holder,  (c) any of the Company's
representations or warranties contained in the Stock Purchase Agreement executed
between the parties were false when made or the Company fails to comply with any
of its other  agreements in the Stock  Purchase  Agreement or this Debenture and
such failure  continues for the period and after the notice specified below, (d)
the  Company  pursuant  to or  within  the  meaning  of any  Bankruptcy  Law (as
hereinafter defined): (i) commences a voluntary case; (ii) consents to the entry
of an order for relief against it in an involuntary  case; (iii) consents to the
appointment  of a  Custodian  (as  hereinafter  defined)  of it or  for  all  or
substantially  all of its  property or (iv) makes a general  assignment  for the
benefit of its  creditors  or (v) a court of  competent  jurisdiction  enters an
order or decree under any  Bankruptcy  Law that:  (A) is for relief  against the
Company in an  involuntary  case; (B) appoints a Custodian of the Company or for
all or  substantially  all of its property or (C) orders the  liquidation of the
Company,  and the order or decree remains  unstayed and in effect for sixty (60)
calendar days,  (e) the Company's  Common Stock is suspended or no longer listed
on any recognized exchange including electronic  over-the-counter bulletin board
for in excess of five (5) consecutive trading days. As used in this Section 6.1,
the term  "Bankruptcy  Law"  means  Title 11 of the  United  States  Code or any
similar  federal or state law for the relief of  debtors.  The term  "Custodian"
means any receiver, trustee, assignee,  liquidator or similar official under any
Bankruptcy  Law.  A default  under  clause  (c) above is not an Event of Default
until the  holders  of at least  25% of the  aggregate  principal  amount of the
Debentures  outstanding  notify the Company of such default and the Company does
not cure it within  ten (10)  business  days after the  receipt of such  notice,
unless the Company commences to cure such default within such period, which must
specify the  default,  demand that it be remedied and state that it is a "Notice
of Default".

      Section  6.2.  Acceleration.   If  an  Event  of  Default  occurs  and  is
continuing,  the  Holder  hereof by  notice  to the  Company,  may  declare  the
remaining  principal  amount  of  this  Debenture,  together  with  all  accrued
interest. Upon such declaration, the remaining principal amount with all accrued
interest  due  shall be  automatically  converted  or paid as  prescribe  by the
present.


<PAGE>

      Section 6.3 Concerning Seniority. Except as disclosed in the Company's SEC
filings,  no indebtedness of the Company is senior to this Debenture in right of
payment,  whether  with  respect to  interest,  damages or upon  liquidation  or
dissolution  or otherwise.  The Debenture is guaranteed  and is ranked in second
rank for the first two years of its  issuance  and in first  rank  starting  the
third year.

      The value of the Debenture is guaranteed by :

            o     The nominal value of CLI shares held by the Company;

            o     The market value of CLI shares held by the  Company,  when the
                  regrouped  company  (as  conceived  in the letter of intent of
                  December 23rd, 2004) becomes public.

            o     By a registered  moveable  hypothec on the shares of Chartrand
                  Laframboise Inc. and 9126-7641 QUEBEC INC.

            o     A letter of Guarantee signed by 3428249 CANADA INC.

      Section 6.4 Liquidation Value.

The  liquidation  value  of  this  Debenture  shall  be  equal  to  125%  of the
outstanding balance remaining on this Debenture plus accrued but unpaid interest
and liquidated damages.

Article 7.  Registered Debentures

      Section  7.1.  Series.  This  Debenture  is one of a  numbered  series  of
Debentures  which are identical  except as to the  principal  amount and date of
issuance  thereof.  Such  Debentures are referred to herein  collectively as the
"Debentures".

      Section  7.2.  Record  Ownership.  The  Company,  or its  attorney,  shall
maintain a register of the holders of the Debentures  (the  "Register")  showing
their  names and  addresses  and the serial  numbers  and  principal  amounts of
Debentures  issued  to them.  The  Register  may be  maintained  in  electronic,
magnetic or other  computerized  form. The Company may treat the person named as
the  Holder  of  this  Debenture  in the  Register  as the  sole  owner  of this
Debenture.  The Holder of this Debenture is the person  exclusively  entitled to
receive  payments of  interest on this  Debenture,  receive  notifications  with
respect to this Debenture,  convert it into Common Stock and otherwise  exercise
all of the rights and powers as the absolute owner hereof.


<PAGE>

      Section 7.3.  Worn or Lost  Debentures.  If this  Debenture  becomes worn,
defaced or mutilated but is still  substantially  intact and  recognizable,  the
Company  or its  agent  may  issue a new  Debenture  in  lieu  hereof  upon  its
surrender. Where the Holder of this Debenture claims that the Debenture has been
lost,  destroyed or wrongfully taken, the Company shall issue a new Debenture in
place of the original  Debenture if the Holder so requests by written  notice to
the Company  actually  received by the  Company  before it is notified  that the
Debenture  has  been  acquired  by a bona  fide  purchaser  and the  Holder  has
delivered  to the  Company an  indemnity  bond in such amount and issued by such
surety as the Company  deems  satisfactory  together  with an  affidavit  of the
Holder  setting forth the facts  concerning  such loss,  destruction or wrongful
taking and such other  information in such form with such proof or  verification
as the Company may request.

Article 8.  Notice.  Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Debenture  must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered  personally;  (ii) upon  receipt,  when sent by facsimile  (provided a
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) day after  deposit with a
nationally   recognized  overnight  delivery  service,  in  each  case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Holder:

LOUIS LAFRAMBOISE,
440, NorthCote
City of Rosemere, Quebec
J7A 4G9
Fax number: 450-668-3616

If to the Company:

C-CHIP TECHNOLOGIES CORPORATION
4710, Saint-Ambroise,
Suite 224A, Montreal, QC,
H4C 2C7
To the Attention of it's President :

Fax number: (514) 331-0985


<PAGE>

      Each party shall  provide five (5) business days prior notice to the other
party of any change in address,  phone number or facsimile  number.  Any notice,
request or other  communication  given  with  regard to the  Debenture  shall be
presumed to have been received by the destining party at the moment of delivery,
if delivered by messenger, or the third day following postage, if mailed, or the
first  working day following  the day it was sent,  if by fax;  nonetheless,  if
normal  postage  service or fax service is interrupted  by superior  force,  the
party sending the notice must use that service which remains  uninterrupted,  or
deliver  the  notice  by  messenger  in such a manner  as that the  other  party
receives  it  quickly.  Each party may  notify the other  party of any change of
address with regard to this contract in the manner prescribed herein.

Weekends and holidays

In the  event  that  the  day one of the  measures  prescribed  herein  is to be
effected falls on a Saturday,  Sunday,  or a public  holiday,  then that measure
shall be effected at the latest on the next working day.

Article 9. Interpretation

Articles and provisions

The division of the  Debenture  into  articles and the  insertion of  provisions
serves only a consultatory purpose may have no effect on its interpretation.

Article 10. Invalidity

Any decision of a court or arbitrator to the effect that any of the dispositions
of the Debenture are null and non binding shall in no way affect the validity or
the binding force of the other dispositions of the Debenture.

Article 11. Time

      Where this  Debenture  authorizes  or requires the payment of money or the
performance  of a condition  or  obligation  on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such payment may be made or condition or  obligation  performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment may be made or condition  performed,  at or before the same hour of such
next  succeeding  business  day,  with the same  force and  effect as if made or
performed in accordance with the terms of this Debenture. A "business day" shall
mean a day on which  the banks in New York are not  required  or  allowed  to be
closed.

Article 12. No Assignment

      This  Debenture  shall not be assignable  except to a person linked to the
Holder.


<PAGE>

Article 13. Rules of Construction.

      In this Debenture,  unless the context  otherwise  requires,  words in the
singular number include the plural, and in the plural include the singular,  and
words of the masculine gender include the feminine and the neuter,  and when the
sense so  indicates,  words of the neuter  gender may refer to any  gender.  The
numbers and titles of sections  contained  in the  Debenture  are  inserted  for
convenience  of reference  only,  and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in this Debenture,  a determination of the Company is required or allowed,  such
determination  shall be made by a  majority  of the  Board of  Directors  of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the Company and the Holder of this Debenture.

Article 14. Governing Law

      The validity,  terms,  performance and enforcement of this Debenture shall
be governed and construed by the  provisions  hereof and in accordance  with the
laws of the United-States when applicable.

Article 15. Litigation

      (a) Forum Selection and Consent to  Jurisdiction.  Any litigation  arising
out of, under,  or in connection  with, this Debenture or any course of conduct,
course of  dealing,  statements  (whether  oral or  written)  or  actions of the
Company or Holder shall be brought and maintained exclusively before the Court.

The Company  and the Holder  hereby  expressly  and  irrevocably  submits to the
jurisdiction of the Province of Quebec,  Montreal  district,  for the purpose of
any such litigation as set forth above.

      IN WITNESS WHEREOF, the Company has duly executed this Debenture as of the
date first written above.

                                          C-CHIP TECHNOLOGIES CORPORATION

                                          By /s/ Stephane Solis
                                            --------------------------------
                                            Name: Stephane Solis
                                            Title:  CEO


<PAGE>

Exhibit A

                              NOTICE OF CONVERSION

  (To be Executed by the Registered owner in order to Convert the Debentures.)

      The undersigned hereby irrevocably  elects, as of ______________,  200_ to
convert  $__________  of  Convertible  Debentures  into  Common  Stock of C-CHIP
TECHNOLOGIES CORPORATION.  (the "Company") according to the conditions set forth
in the Debenture dated February 14th 2005, and issued by the Company.

This conversion is being made for an immediate sale.

Date of Conversion_____________________________________________________

Applicable Conversion Price____________________________________________

Number of Shares Issuable upon this conversion_________________________

Name (Print) __________________________________________________________

Address________________________________________________________________

_______________________________________________________________________

Phone______________________   Fax______________________________________

By: _______________________________