EXHIBIT 10.6
       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                                             $100,000
DEBENTURE  NUMBER                                  APRIL-2002-101
ISSUANCE  DATE                                     APRIL  25,  2002
MATURITY  DATE                                     APRIL  25,  2005

     FOR  VALUE  RECEIVED,  Diversified  Product  Inspections,  Inc.,  a Florida
corporation  (the  "Company"),  hereby  promises  to  pay  Sofcon  Limited  (the
"Holder")  on April 25, 2005, (the "Maturity Date"), the principal amount of One
Hundred  Thousand  Dollars ($100,000) 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") at the time of each conversion until the principal
amount  hereof  is paid in full or has been converted. The  Debentures shall pay
six  percent (6%) cumulative interest, in cash or in shares of common stock, par
value  $.01 per share, of the Company ("Common Stock"), at the Company's option,
at  the time of each conversion. The closing shall be deemed to have occurred on
the  date  the  funds  (less  escrow fees and attorney fees) are received by the
Company  (the  "Closing  Date").  If  the  interest  is  to be paid in cash, the
Company  shall  make  such  payment within five (5) business days of the date of
conversion.   If  the  interest is to be paid in Common Stock, said Common Stock
shall  be delivered to the Holder, or per Holder's instructions, within five (5)
business days of the date of conversion. The Debentures are subject to automatic
conversion on the Maturity Date at which time all Debentures outstanding will be
automatically  converted  based  upon  the  formula  set  forth  in Section 3.2.
<PAGE>
Article  2.  Secured  Debenture;  Method  of  Payment

     The  principal  amount  of  this  Debenture is secured by shares pledged as
collateral  pursuant  to the terms of a Security Agreement.  This Debenture is a
full  recourse  loan  being made by the Holder and the Company is liable for any
deficiency.

     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 United States dollars or in
Common Stock upon conversion pursuant to Article 1 hereof.  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.

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 and  which is
before  the  close  of  business  on  the  Maturity 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 determined pursuant to Section 3.2 and rounding
the  result  to  the  nearest  whole  share.
     (b)  Less  than  all  of  the  principal  amount  of  this Debenture may be
converted  into  Common  Stock  if  the  portion  converted is $5,000 or a whole
multiple  of  $5,000  and  the  provisions  of  this Article 3 that apply to the
conversion  of  all  of  the  Debenture  shall also apply to the conversion of a
portion  of  it.  This  Debenture  may  not be converted, whether in whole or in
part,  except  in  accordance  with  Article  3.
     (c)  In  the event all or any portion of this Debenture remains outstanding
on  the  Maturity  Date,  the  unconverted  portion  of  such  Debenture  will
automatically  be  converted  into  shares  of  Common Stock on such date in the
manner  set  forth  in  Section  3.2.
     Section  3.2.  Conversion  Procedure.

     (a)     Debentures.  Upon receipt by the Company or its designated attorney
of  a facsimile or original of Holder's signed Notice of Conversion (See Exhibit
A  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,  in  whole  or  in  part,  anytime  following the Closing Date.  Such
conversion shall be effectuated by surrendering to the Company, or its attorney,
this  Debenture  to  be  converted  together with a
<PAGE>
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.
EST,  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 or its attorney 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.

     (d)  Conversion  Rate.  Holder  is  entitled  to convert the face amount of
this  Debenture,  plus  accrued interest, anytime following the Closing Date, at
the  lesser of (i) 110% of the average of the five (5) closing bid prices during
the  five  (5) trading days prior to the Closing Date or (ii) 75% of the average
of  the  five  (5) lowest closing bid prices during the twenty (20) trading days
immediately  prior  to  the  Conversion  Date,  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 thereunder 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  five  (5)  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.  In  the  event the Company does not make delivery of the
Common  Stock,  as instructed by Holder, within five (5) business
<PAGE>
days  after  the  Conversion  Date,  then in such event the Company shall pay to
Holder  one  percent  (1%)  in cash, of the dollar value of the Debentures being
converted  per  each  day  after  the  fifth  (5th)  business  day following the
Conversion  Date  that  the  Common  Stock  is  not  delivered to the Purchaser.
     The  Company  acknowledges  that  its  failure  to deliver the Common Stock
within five (5) business days after the Conversion Date will cause the Holder to
suffer  damages  in an amount that will be difficult to ascertain.  Accordingly,
the  parties  agree  that  it  is  appropriate  to  include  in this Debenture a
provision  for  liquidated  damages.  The parties acknowledge and agree that the
liquidated  damages  provision set forth in this section represents the parties'
good faith effort to quantify such damages and, as such, agree that the form and
amount  of  such  liquidated  damages  are  reasonable and will not constitute a
penalty.  The  payment  of liquidated damages shall not relieve the Company from
its  obligations  to  deliver  the  Common  Stock  pursuant to the terms of this
Debenture.

     To  the  extent  that  the failure of the Company to issue the Common Stock
pursuant  to  this Section 3.2(g) is due to the unavailability of authorized but
unissued shares of Common Stock, the provisions of this Section 3.2(g) shall not
apply  but  instead  the  provisions  of  Section  3.2(h)  shall  apply.

     The  Company  shall make any payments incurred under this Section 3.2(g) in
immediately  available  funds  within  five  (5) business days from the date the
Common Stock is fully delivered.  Nothing herein shall limit a Holder's right to
pursue  actual  damages  or  cancel  the conversion for the Company's failure to
issue and deliver Common Stock to the Holder within five (5) business days after
the  Conversion  Date.

     (h)  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 all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder submits
a  Notice  of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock (or alternative shares of Common Stock as may be
contributed  by  Stockholders) available to effect, in full, a conversion of the
Debentures  (a  "Conversion Default", the date of such default being referred to
herein  as the "Conversion Default Date"), the Company shall issue to the Holder
all  of  the  shares  of  Common  Stock  which  are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted  Debentures"), may be deemed null and void upon written notice sent
by  the  Holder  to  the  Company.  The  Company  shall  provide  notice of such
Conversion  Default  ("Notice of Conversion Default") to all existing Holders of
outstanding  Debentures,  by  facsimile,  within  three (3) business day of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of  the  original  Notice  of Conversion Default (with the original
delivered  by overnight or two day courier) of its election to either nullify or
confirm  the  Notice  of  Conversion.

     The Company agrees to pay to all Holders of outstanding Debentures payments
for  a  Conversion  Default  ("Conversion  Default  Payments")  in the amount of
(N/365)  x (.24) x the initial issuance price of the outstanding and/or tendered
but  not  converted  Debentures held by
<PAGE>
each Holder where N = the number of days from the Conversion Default Date to the
date  (the "Authorization Date") that the Company authorizes a sufficient number
of  shares of Common Stock to effect conversion of all remaining Debentures. The
Company shall send notice ("Authorization Notice") to each Holder of outstanding
Debentures  that  additional  shares  of  Common Stock have been authorized, the
Authorization  Date  and  the  amount  of  Holder's  accrued  Conversion Default
Payments.  The  accrued  Conversion  Default  shall  be paid in cash or shall be
convertible  into  Common Stock at the Conversion Rate, upon written notice sent
by  the  Holder  to  the  Company,  which Conversion Default shall be payable as
follows:  (i)  in  the  event  Holder  elects to take such payment in cash, cash
payments shall be made to such Holder of outstanding Debentures by the fifth day
of the following calendar month, or (ii) in the event Holder elects to take such
payment  in  stock, the Holder may convert such payment amount into Common Stock
at  the conversion rate set forth in section 3.2(d) at anytime after the 5th day
of  the calendar month following the month in which the Authorization Notice was
received,  until the expiration of the mandatory two (2) year conversion period.
     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of the Debentures will cause the Holder to suffer damages in an amount that will
be  difficult  to  ascertain.  Accordingly,  the  parties  agree  that  it  is
appropriate  to  include  in  this Agreement a provision for liquidated damages.
The  parties  acknowledge  and  agree  that the liquidated damages provision set
forth in this section represents the parties' good faith effort to quantify such
damages  and, as such, agree that the form and amount of such liquidated damages
are  reasonable  and  will  not constitute a penalty.  The payment of liquidated
damages shall not relieve the Company from its obligations to deliver the Common
Stock  pursuant  to the terms of this Debenture.  Nothing herein shall limit the
Holder's  right to pursue actual damages for the Company's failure to maintain a
sufficient  number  of  authorized  shares  of  Common  Stock.

     (i)  If,  by  the fifth (5th) business day after the Conversion Date of any
portion  of  the  Debentures to be converted (the "Delivery Date"), the transfer
agent  fails  for  any reason to deliver the Common Stock upon conversion by the
Holder  and  after  such  Delivery Date, the Holder purchases, in an open market
transaction  or otherwise, shares of Common Stock (the "Covering Shares") solely
in  order  to  make  delivery  in  satisfaction of a sale of Common Stock by the
Holder (the "Sold Shares"), which delivery such Holder anticipated to make using
the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to
the  Holder,  in  addition  to  any other amounts due to Holder pursuant to this
Debenture,  and  not  in  lieu thereof, the Buy-In Adjustment Amount (as defined
below).  The  "Buy  In  Adjustment Amount" is the amount equal to the excess, if
any,  of (x) the Holder's total purchase price (including brokerage commissions,
if  any)  for  the  Covering  Shares  over (y) the net proceeds (after brokerage
commissions,  if  any)  received by the Holder from the sale of the Sold Shares.
The  Company shall pay the Buy-In Adjustment Amount to the Holder in immediately
available  funds  within five (5) business days of written demand by the Holder.
By  way  of  illustration  and not in limitation of the foregoing, if the Holder
purchases  shares  of  Common  Stock  having  a  total purchase price (including
brokerage  commissions)  of  $11,000 to cover a Buy-In with respect to shares of
Common  Stock  it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
which  the  Company  will  be  required  to  pay  to  the Holder will be $1,000.
<PAGE>
     (j)  The  Company  shall  furnish to Holder such number of prospectuses and
other  documents  incidental  to  the registration of the shares of Common Stock
underlying  the  Debentures,  including any amendment of or supplements thereto.

     (k)  Limitation  on  Issuance  of  Shares.  If  the  Company's Common Stock
becomes  listed  on  the  Nasdaq  SmallCap  Market  after  the  issuance  of the
Debentures,  the  Company may be limited in the number of shares of Common Stock
it  may  issue  by  virtue  of  (X)  the  number of authorized shares or (Y) the
applicable rules and regulations of the principal securities market on which the
Common  Stock  is  listed  or traded, including, but not necessarily limited to,
NASDAQ  Rule  4310(c)(25)(H)(i)  or  Rule  4460(i)(1),  as  may  be  applicable
(collectively,  the  "Cap  Regulations").  Without limiting the other provisions
thereof,  the  Debentures shall provide that (i) the Company will take all steps
reasonably  necessary  to  be  in  a position to issue shares of Common Stock on
conversion  of the Debentures without violating the Cap Regulations and (ii) if,
despite  taking such steps, the Company still cannot issue such shares of Common
Stock  without  violating  the  Cap Regulations, the holder of a Debenture which
cannot  be  converted  as result of the Cap Regulations (each such Debenture, an
"Unconverted  Debenture")  shall have the right to elect either of the following
remedies:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares  of Common Stock in accordance with such holder's Notice of Conversion at
a  conversion  purchase  price equal to the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive trading days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) trading days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent  (133%) of the principal of an Unconverted Debenture, plus
(ii) any accrued but unpaid interest thereon through and including the date (the
"Redemption  Date")  on  which  the  Redemption  Amount  is  paid to the holder.

     A  holder  of  an Unconverted Debenture may elect one of the above remedies
with  respect  to  a  portion of such Unconverted Debenture and the other remedy
with  respect  to  other  portions of the Unconverted Debenture.  The Debentures
shall  contain  provisions  substantially  consistent with the above terms, with
such additional provisions as may be consented to by the Holder.  The provisions
of  this section are not intended to limit the scope of the provisions otherwise
included  in  the  Debentures.

     (l)  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
4.99%  of  the  number  of  shares of Common Stock outstanding on the Conversion
Date,  as
<PAGE>
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 4.99% of the number
of  shares  of  Common  Stock  outstanding  on  such  Conversion  Date.

     (m)     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.

     (n)  Prior  to  conversion  of  all  the Debentures and exercise of all the
Warrants, if at anytime the conversion of all the Debentures and exercise of all
the  Warrants  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 favor of increasing the authorized number of shares of
Common  Stock.  Management of the Company shall vote all of its shares of Common
Stock  in  favor  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  Subscription  Agreement  or the Registration Rights Agreement.  Nothing in
this  Section shall limit the obligation of the Company to make the payments set
forth  in Section 3.2(g).  In the event the Company's shareholder's meeting does
not  result  in  the  necessary  authorization,  the  Company  shall  redeem the
outstanding  Debentures  for  an amount equal to (x) the sum of the principal of
the outstanding Debentures plus accrued interest thereon multiplied by (y) 133%.

     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.
<PAGE>
     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 nonassessable and free from all
taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.
     Section 3.6.  Restrictions on Sale.  This Debenture has not been registered
under  the  Securities  Act of 1933, as amended, (the "Act") and is being issued
under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the
Act.  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.
     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.

          Section 3.8 Company Mandatory Redemption.     In the event the closing
bid  price  on the day prior to the conversion date is less than the closing bid
price  on  the  CLOSING  DATE and the Company is not in default according to the
terms  of  the  Debenture documents, the Company, at its sole option, shall have
the  right  to  exercise  a  "Mandatory  Redemption"  to redeem the amount being
converted  up  to the earlier of the date the Registration Statement is declared
effective  or  120 calendar days after the Closing Date, as follows: The Company
must  notify  the Investor in writing not less than five (5) nor more than eight
(8)  business  days  in  advance of the date it will   redeem.  Once the Company
receives a notice of conversion from the Investor, it may not redeem that amount
being  converted.  Once  the  Investor  receives  written  notice  of  Mandatory
Redemption  it may not convert that portion of the Debenture being redeemed.  In
the  event  the  Company  exercises such right of Mandatory Redemption up to and
including  the  90th  calendar day following the CLOSING DATE, the Company shall
pay the Investor in U.S. currency 127% of the face amount of the Debenture being
redeemed (133% if after 90 calendar days), plus accrued interest. If the Company
gives  written  notice  of  Mandatory Redemption and fails to pay the redemption
amount  when  due  it  shall  be precluded from effecting any further notices of
Mandatory  Redemption.
<PAGE>
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.
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) the Company does not make a payment, other
than  a payment of principal, for a period of five (5) business days thereafter,
(c)  any  of  the  Company's  representations  or  warranties  contained  in the
Subscription  Agreement  or  this  Debenture were false when made or the Company
fails  to  comply with any of its other agreements in the Subscription 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 thirty (30) 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".
     A  further  event  of default shall occur in the event (i) the registration
statement  covering  the  Common Stock underlying this Debenture is not declared
effective  prior  to  the  expiration  of one hundred eighty (180) calendar days
following the Issuance Date of this Debenture (ii) the registration statement is
not  filed  within ninety (90) calendar days following the Issuance Date of this
Debenture or (iii) the Company fails to respond within thirty (30) calendar days
of receipt of comments from the Securities and Exchange Commission. In the event
a  default occurs, the shares being held in escrow by Joseph B. LaRocco, Esq. as
escrow  agent  shall  be released according to the terms of the escrow agreement
governing  such  shares.

     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
and  any  liquidated damages, to be due and payable.  Upon such declaration, the
remaining  principal  amount  shall  be  due  and  payable  immediately.

     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.

     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".  The  Debentures  shall  be  issued  in whole multiples of $5,000.

     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.

          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.
<PAGE>
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  Company:

     Diversified  Product  Inspections,  Inc.
     3  Main  Street
     Oak  Ridge,  TN  37830
     Attention:  John  Van  Zyll,  CEO
     Telephone:     865-482-8480
     Facsimile:     865-482-6621

With  a  copy  to:

     Lisa  Temple,  Esq.
     Dunn,  MacDonald  &  Coleman
     1221  First  Tennessee  Plaza
     800  South  Gay  Street
     Knoxville,  TN  37929
     Telephone:     865-525-0505
     Facsimile:     865-525-6001

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:

     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

Article  9.  Time
<PAGE>
     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  10.  No  Assignment

     This  Debenture  shall  not  be  assignable.

Article  11.  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  12.  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 State of Florida applicable to agreements that are negotiated, executed,
delivered  and  performed  solely  in  the  State  of  Florida.

Article  13.     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 in the courts of
the  State of New York.  The Company hereby expressly and irrevocably submits to
the  jurisdiction  of  the state and federal courts of the State of New York for
the  purpose of any such litigation as set forth above and irrevocably agrees to
be  bound  by  any  final  judgment  rendered  thereby  in  connection with such
litigation.  The  Company further irrevocably consents to the service of process
by  registered  mail,  postage prepaid, or by personal service within or without
the  State  of New York. The Company hereby expressly and irrevocably waives, to
the  fullest  extent  permitted  by  law,  any  objection  which  it may have or
hereafter  may have to the laying of venue of any such litigation brought in any
such  court  referred  to  above and
<PAGE>
any  claim  that any such litigation has been brought in any inconvenient forum.
To  the  extent  that the Company has or hereafter may acquire any immunity from
jurisdiction  of any court or from any legal process (whether through service or
notice,  attachment  prior  to  judgment,  attachment  in  aid  of  execution or
otherwise)  with  respect  to  itself  or  its  property,  the  Company  hereby
irrevocably  waives  such  immunity  in  respect  of  its obligations under this
Debenture.

     (b)  Waiver  of  Jury  Trial.  The Holder 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 course of conduct, course of dealing,
statements  (whether  oral  or written) or actions of the Holder or the Company.
The  Company  acknowledges  and  agrees that it has received full and sufficient
consideration  for  this  provision  and  that  this  provision  is  a  material
inducement  for  the  Holder  purchasing  this  Debenture.

     (c)   Governing  Law.  The terms of this Debenture shall be governed by and
construed  and  enforced  in  accordance  with  the laws of the State of Florida
without  regard  to  the  conflicts  of  laws  principles  thereof.


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

                              By___________________________________
                              Name:       John  Van  Zyll
                              Title:      CEO

<PAGE>


                                    EXHIBIT C
                                    ---------

                              NOTICE OF CONVERSION
                              --------------------


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


     The undersigned hereby irrevocably elects, as of ______________, to convert
$__________  of  Convertible Debentures into Common Stock of DIVERSIFIED PRODUCT
INSPECTIONS,  INC.  (the "Company") according to the conditions set forth in the
Debenture 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:  _______________________________