THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION  D  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"ACT").  THE SECURITIES ARE  "RESTRICTED"  AND MAY NOT BE OFFERED OR SOLD UNLESS
THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO  REGULATION  D OR
PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE ACT
AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF  COUNSEL  OR  OTHER  SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.

                                SECURED DEBENTURE

                       Y3K SECURE ENTERPRISE SOFTWARE INC.

                            5% Convertible Debenture

                               Due January 7, 2007

No.  ___                                                             $350,000.00

      This Debenture is issued by Y3K Secure Enterprise  Software Inc., a Nevada
corporation (the "Company"),  to Cornell Capital Partners,  L.P.  (together with
its permitted  successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

Section 1.01 Principal and Interest. For value received, on January 7, 2004, the
Company hereby promises to pay to the order of the Holder in lawful money of the
United States of America and in immediately available funds the principal sum of
Three Hundred Fifty Thousand Dollars (US $350,000.00), together with interest on
the unpaid principal of this Debenture at the rate of five percent (5%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal
amount and all  accrued  interest  shall be either (a) paid to the Holder on the
third (3rd) year anniversary from the date hereof or (b) converted in accordance
with Section 1.02 herein.


                                       1
<Page>

      Section 1.02 Optional Conversion.  The Holder is entitled,  at its option,
to convert,  and sell on the same day, at any time and from time to time,  until
payment in full of this  Debenture,  all or any part of the principal  amount of
the Debenture,  plus accrued interest,  into shares (the "Conversion Shares") of
the Company's common stock, par value $0.001 per share ("Common Stock"),  at the
price per share (the  "Conversion  Price")  equal to the lesser of (a) an amount
equal to one hundred  twenty (120%) of the closing bid price of the Common Stock
as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P.
(the  "Closing  Bid  Price") as of the date  hereof,  or (b) an amount  equal to
eighty  percent  (80%) of the lowest  Closing Bid Prices of the Common Stock for
the five (5) trading days immediately  preceding the Conversion Date (as defined
herein).  Subparagraphs  (a) and (b) above  are  individually  referred  to as a
"Conversion  Price". As used herein,  "Principal Market" shall mean The National
Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq
SmallCap Market,  or American Stock Exchange.  If the Common Stock is not traded
on a Principal  Market,  the Closing Bid Price shall mean, the reported  Closing
Bid Price for the Common  Stock,  as furnished by the  National  Association  of
Securities  Dealers,  Inc., for the applicable periods. No fraction of shares or
scrip  representing  fractions of shares will be issued on  conversion,  but the
number of shares  issuable  shall be  rounded to the  nearest  whole  share.  To
convert this Debenture,  the Holder hereof shall deliver written notice thereof,
substantially  in the form of Exhibit "A" to this  Debenture,  with  appropriate
insertions (the "Conversion Notice"), to the Company at its address as set forth
herein.  The date upon which the conversion  shall be effective (the "Conversion
Date") shall be deemed to be the date set forth in the Conversion Notice.

      Section 1.03  Reservation  of Common Stock.  The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

      Section 1.04 Right of Redemption. The Company at its option shall have the
right to redeem,  with three (3)  business  days  advance  written  notice  (the
"Redemption Notice"), a portion or all outstanding  convertible  debenture.  The
redemption  price  shall be one  hundred  twenty  percent  (120%) of the  amount
redeemed plus accrued interest.

      In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture,  the Holder shall receive a warrant to purchase fifty
thousand  (50,000)  shares of the  Company's  Common Stock for every One Hundred
Thousand  Dollars  ($100,000)  redeemed,  pro rata.  (the "Warrant") The Warrant
shall be exercisable on a "cash basis" and have an exercise price of one hundred
twenty percent (120%) of the Closing Bid Price of the Company's  Common Stock on
the Closing Date. The Warrant shall have  "piggy-back"  and demand  registration
rights and shall survive for two (2) years from the Closing Date.

      Section 1.05 Registration Rights. The Company is obligated to register the
resale of the  Conversion  Shares under the  Securities Act of 1933, as amended,
pursuant to the terms of a Registration  Rights  Agreement,  between the Company


                                       2
<Page>

and  the  Holder  of even  date  herewith  (the  "Investor  Registration  Rights
Agreement").

      Section 1.06  Interest  Payments.  The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest  is  payable,  the  Holder,  in its sole
discretion,  may elect to receive  the  interest  in cash (via wire  transfer or
certified  funds) or in the form of Common  Stock.  In the event of default,  as
described in Article III Section 3.01  hereunder,  the Holder may elect that the
interest be paid in cash (via wire  transfer or certified  funds) or in the form
of Common Stock. If paid in the form of Common Stock,  the amount of stock to be
issued  will be  calculated  as  follows:  the value of the  stock  shall be the
Closing Bid Price on: (i) the date the  interest  payment is due; or (ii) if the
interest  payment is not made when due, the date the interest payment is made. A
number of shares of Common  Stock with a value  equal to the amount of  interest
due shall be issued.  No  fractional  shares will be issued;  therefore,  in the
event  that the value of the  Common  Stock  per share  does not equal the total
interest due, the Company will pay the balance in cash.

      Section 1.07 Paying Agent and Registrar.  Initially,  the Company will act
as paying  agent and  registrar.  The  Company  may  change  any  paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

      Section 1.08 Secured Nature of Debenture. This Debenture is secured by all
of the  assets  and  property  of the  Company  as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement"). As set forth in the Security Agreement, Holder's security
interest shall  terminate upon the occurrence of an Expiration  Event as defined
in the Security Agreement.

                                  ARTICLE II.

      Section 2.01  Amendments  and Waiver of Default.  The Debenture may not be
amended without the consent of the Holder.  Notwithstanding  the above,  without
the consent of the Holder,  the Debenture may be amended to cure any  ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change  that does not  adversely  affect the rights of
the Holder.

                                  ARTICLE III.

      Section 3.01 Events of Default. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture;  (b) failure by the Company to comply
with the terms of the Irrevocable  Transfer Agent  Instructions  attached to the
Securities  Purchase  Agreement;  (c) failure by the Company's transfer agent to
issue Common Stock to the Holder within five (5) days of the  Company's  receipt
of the attached Notice of Conversion from Holder; (d) failure by the Company for
ten (10) days after notice to it to comply with any of its other  agreements  in
the  Debenture;  (e) events of  bankruptcy  or  insolvency;  (f) a breach by the


                                       3
<Page>

Company  of its  obligations  under the  Securities  Purchase  Agreement  or the
Investor  Registration Rights Agreement which is not cured by the Company within
ten (10) days after receipt of written notice thereof.

      Section 3.02 Failure to Issue  Unrestricted  Common Stock. As indicated in
Article III Section 3.01, a breach by the Company of its  obligations  under the
Investor  Registration  Rights  Agreement  shall be deemed an Event of  Default,
which if not cured within ten (10) days,  shall entitle the Holder to accelerate
full repayment of all debentures  outstanding and accrued interest thereon.  The
Company  acknowledges  that failure to honor a Notice of Conversion  shall cause
irreparable harm to the Holder.

                                  ARTICLE IV.

      Section 4.01 Rights and Terms of Conversion.  This Debenture,  in whole or
in part, may be converted at any time following the date of closing, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

      Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a
part of the  Debenture,  then the Company  shall  reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

      Section 4.03  Termination  of  Conversion  Rights.  The Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall  terminate on the date that is the third (3rd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

      Section  5.01  Anti-dilution.  In the event that the Company  shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

      Section  5.02 Consent of Holder to Sell  Capital  Stock or Grant  Security
Interests.  Except for the Equity Line of Credit  Agreement  between the Company
and Cornell Capital Partners, LP. so long as any of the principal of or interest
on this Note remains unpaid and unconverted,  the Company shall not, without the
prior  consent of the Holder,  issue or sell (i) any Common  Stock or  Preferred
Stock without  consideration or for a consideration per share less than its fair
market value determined  immediately  prior to its issuance,  (ii) issue or sell
any Preferred Stock, warrant,  option, right, contract,  call, or other security
or  instrument  granting  the holder  thereof the right to acquire  Common Stock
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value determined  immediately  prior to its issuance,  (iii)
enter into any security  instrument  granting the holder a security  interest in
any of the assets of the  Company,  or (iv) file any  registration  statement on
Form S-8.


                                       4
<Page>

                                  ARTICLE VI.

      Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:         Y3K Secure Enterprise Software Inc.
                               108 West Stewart Street
                               Puyallup, WA 98371
                               Attention:
                               Telephone: (253) 284-2935
                               Facsimile: (235) 284-2944

With a copy to:                Kirkpatrick & Lockhart LLP
                               201 South Biscayne Boulevard - Suite 2000
                               Miami, FL  33131-2399
                               Attention: Clayton E. Parker, Esq.
                               Telephone: (305) 539-3300
                               Facsimile: (305) 358-7095

With additional copy to:       Law Offices of Jack G. Orr
                               ==========================
                               110 Old City Hall
                               625 Commerce Street
                               Tacoma, WA  98402
                               Phone: 253.756.9795
                               Fax: 253.756.9782

If to the Holder:





With a copy to:                Butler Gonzalez LLP
                               1000 Stuyvesant Avenue - Suite 6
                               Union, NJ 07083
                               Attention: David Gonzalez, Esq.
                               Telephone: (908) 810-8588
                               Facsimile: (908) 810-0973



                                       5
<Page>

      Section 6.02  Governing  Law.  This  Debenture  shall be deemed to be made
under and shall be construed in accordance  with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
District  of the State of New  Jersey  or the  state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.

      Section 6.03 Severability. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise  affect any of the other  provisions
of this Debenture, which shall remain in full force and effect.

      Section 6.04 Entire  Agreement and Amendments.  This Debenture  represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

      Section  6.05  Counterparts.  This  Debenture  may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

      IN  WITNESS  WHEREOF,  with the  intent to be legally  bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                     Y3K SECURE ENTERPRISE SOFTWARE INC.
                                     -----------------------------------
                                     By:
                                     Name:
                                     Title:


                                       6
<Page>

                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

           (To be executed by the Holder in order to Convert the Note)



TO:

      The undersigned  hereby  irrevocably  elects to convert $ of the principal
amount of the above Note into  Shares of Common  Stock of Y3K Secure  Enterprise
Software Inc.,  according to the conditions stated therein, as of the Conversion
Date written below.

Conversion Date:
                                            ------------------------------------

Applicable Conversion Price:
                                            ------------------------------------

Signature:
                                            ------------------------------------

Name:
                                            ------------------------------------

Address:
                                            ------------------------------------

Amount to be converted:
                                          $  -----------------------------------

Amount of Debenture unconverted:
                                          $  -----------------------------------

Conversion Price per share:
                                          $  -----------------------------------

Number of shares of Common Stock to be
issued:
                                            ------------------------------------

Please issue the shares of Common Stock
in the following name and to the
following address:
                                            ------------------------------------

Issue to:
                                            ------------------------------------

Authorized Signature:
                                            ------------------------------------

Name:
                                            ------------------------------------

Title:
                                            ------------------------------------

Phone Number:
                                            ------------------------------------

Broker DTC Participant Code:
                                            ------------------------------------

Account Number:


                                      A-1