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

                            12% Convertible Debenture

$_______________                                             Date: _____________

     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
or  before   ______________   (the  "Maturity  Date"),   the  principal  sum  of
_______________ Dollars ($___________) (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 the  Principal  Amount  and  interest  shall be made 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.

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

     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.
<PAGE>
     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 three  percent  (3%) (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 but
in no event later than ___________________.

     In consideration for the loan evidenced by this Debenture the Company shall
issue to the Holders of this Debenture  warrants to purchase  ___________ shares
of the Company's  common stock,  at an exercise  price of ________  ($_____) per
share (subject to adjustment) (the "Warrant").

     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.

                                       2
<PAGE>
          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.

          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,   including  the  aforementioned  90-day
extension, 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, o 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.

               (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

                                       3
<PAGE>
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.

          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.

     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.

                                       4
<PAGE>
               (c) To the extent that the Compan  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.

     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. 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  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).

                                       5
<PAGE>
     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

                                        6