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                                                                    Exhibit 10.8

                                       DEBENTURE

$2,250,000.00                                                      March 9,2000

       FOR VALUE RECEIVED, the undersigned company, CORPORATE TECHNOLOGIES
USA, INC., a Minnesota corporation ("Maker"), hereby promises to pay to the
order of Convergent Capital Partners I, L.P. ("Purchaser"), as its officers
at 5353 Wayzata Boulevard, Suite 205, Minneapolis, Minnesota 55416 (or at
such other place as the holder hereof may from time to time designate) the
principal amount of TWO MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($2,250,000) or so much of such principal amount as may have been advanced
from time to time and be outstanding hereunder.

       The Debenture is the Debenture referred to in the Debenture Purchase
Agreement dated the date hereof by and between the Maker and the Purchaser
(as amended from time to time, the "Purchase Agreement").  Capitalized terms
used in this Debenture is entitled to the benefits of the Purchase Agreement,
unless otherwise expressly stated herein.  This Debenture is entitled to the
benefits of the Purchase Agreement, and is subject to all of the agreements,
terms and conditions contained therein, all of which are incorporated herein
by this reference.  This Debenture may not be prepaid, in whole or in part,
except in accordance with the terms and conditions set forth in the Purchase
Agreement.

       The outstanding principal balance of this Debenture shall be due and
payable as provided in SECTION 2.1(a) of the Purchase Agreement.  Interest on
the principle amount of this Debenture from time to time outstanding shall be
due and payable as provided in SECTION 2.1(b) of the Purchase Agreement, at
the annual rate of interest set forth in SECTION 1.1 of the Purchase
Agreement (computed on the basis of a year consisting of 360 days and paid
for the actual number of days elapsed).  In no event, however, shall interest
exceed the maximum rate permitted by law.

       This Debenture is secured by, INTER ALIA, all of the Collateral, as
defined in the Security Agreement of even date herewith.  The terms of the
Security Agreement are hereby incorporated by reference with the same force
and effect as if fully set forth herein.

       As provided in SECTION 9.2 of the Purchase Agreement, (a) upon the
occurrence of an Event of Default under SECTION 9.1(g) of the Purchase
Agreement, this Debenture, and all amounts payable hereunder in accordance
with the terms of the Purchase Agreement, shall immediately become due and
payable, without notice of any kind, and (b) upon the occurrence of any other
Event of Default under the Purchase Agreement, this Debenture, and all
amounts payable hereunder in accordance with the terms of the Purchase
Agreement, shall, at the option of the holder, immediately become due and
payable, without notice of any kind.

       THIS DEBENTURE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF MINNESOTA APPLICABLE TO AN AGREEMENT EXECUTED,
DELIVERED AND PERFORMED THEREIN WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW
RULES THEREOF OR ANY OTHER PRINCIPLES THAT COULD REQUIRE THE APPLICATION OF
THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.

       The undersigned expressly waives any presentment, demand, protest,
notice of default, notice of intention to acceleration or notice of any other
kind except as expressly provided in the Purchase Agreement.

                                            CORPORATE TECHNOLOGIES USA, INC

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                                            By: /s/ James Mandel
                                               ---------------------------
                                            Name:  James Mandel
                                            Title: Chief Executive Officer


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