EXHIBIT 10.3

                                FORM OF DEBENTURE

      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
      1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
      OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT
      FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 05-01-001                                                        US $437,500
    --------

                                SUPERCLICK, INC.

                      SENIOR SECURED CONVERTIBLE DEBENTURE
                         SERIES 05-01 DUE AUGUST 1, 2006

      THIS  DEBENTURE  is one of a duly  authorized  issue of up to  $562,500 in
Debentures of SUPERCLICK,  INC., a corporation  organized and existing under the
laws of the State of Washington (the "Company") designated as its Senior Secured
Convertible Debentures Series 05-01.

      FOR  VALUE  RECEIVED,  the  Company  promises  to pay to  CHICAGO  VENTURE
PARTNERS,  L.P., the registered holder hereof (the "Holder"),  the principal sum
of FOUR  HUNDRED  THIRTY  SEVEN  THOUSAND  FIVE  HUNDRED and 00/100  Dollars (US
$437,500)  on AUGUST 1, 2006 (the  "Maturity  Date") and to pay  interest,  on a
compound basis, on the principal sum outstanding from time to time in arrears at
the Applicable  Interest Rate (as defined below),  accruing from August 1, 2005,
the date of initial  issuance of this Debenture (the "Issue Date"),  on the date
(each, an "Interest Payment Date") which is the earlier of (i) the last calendar
day of March,  June,  September  and  December of each  calendar  year (each,  a
"Scheduled  Interest  Payment Date"),  except that the first Scheduled  Interest
Payment Date shall be September  30,  2005,  (ii) a Conversion  Date (as defined
below) or (iii) the Maturity  Date,  as the case may be.  Interest  shall accrue
quarterly  (pro-rated  on a daily basis for any period  longer or shorter than a

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quarter of a 1 year) from the later of the Issue Date or the  previous  Interest
Payment  Date and shall be  payable  in cash or,  at the  Company's  option  but
subject to the other provisions of this Debenture,  in Common Stock. If not paid
in full on an Interest  Payment Date,  interest  shall be fully  cumulative  and
shall accrue on a daily basis,  based on a 365-day year  semi-annually  or until
paid,  whichever  is earlier.  Additional  provisions  regarding  the payment of
interest  are provided in Section 4(D) below (the terms of which shall govern as
if this sentence were not included in this Debenture).

      This  Debenture  is being issued  pursuant to the terms of the  Securities
Purchase Agreement,  dated August 1, 2005 (the "Securities Purchase Agreement"),
to which the Company and the Holder (or the  Holder's  predecessor  in interest)
are  parties.  Capitalized  terms not  otherwise  defined  herein shall have the
meanings ascribed to them in the Securities Purchase Agreement.

      This Debenture is subject to the following additional provisions:

      1. The Debentures will initially be issued in denominations  determined by
the Company,  but are  exchangeable  for an equal aggregate  principal amount of
Debentures of different  denominations,  as requested by the Holder surrendering
the same. No service  charge will be made for such  registration  or transfer or
exchange.

      2. The  Company  shall be  entitled  to  withhold  from  all  payments  of
principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

      3. This Debenture has been issued subject to investment representations of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and foreign  securities  laws and the terms of the  Securities
Purchase Agreement. In the event of any proposed transfer of this Debenture, the
Company may  require,  prior to issuance of a new  Debenture in the name of such
other  person,  that  it  receive  reasonable  transfer  documentation  that  is

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sufficient  to evidence that such  proposed  transfer  complies with the Act and
other  applicable  state  and  foreign  securities  laws  and the  terms  of the
Securities  Purchase  Agreement.  Prior to due  presentment for transfer of this
Debenture,  the  Company  and any agent of the  Company  may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving  payment as herein provided and
for all other  purposes,  whether or not this Debenture be overdue,  and neither
the Company nor any such agent shall be affected by notice to the contrary.

      4. A. (i) At any time on or after  the  Issue  Date and  prior to the time
this Debenture is paid in full in accordance with its terms (including,  without
limitation,  after the  Maturity  Date and after the  occurrence  of an Event of
Default,  as those terms are defined  below),  the Holder of this  Debenture  is
entitled, at its option,  subject to the following provisions of this Section 4,
to convert this  Debenture at any time into shares of Common Stock,  par value 1
$0.0006  per share  ("Common  Stock"),  of the  Company  of the  Company  at the
Conversion Price (as defined below).  Any such conversions  shall be deemed made
in the  following  order of priority:  (1) first,  out of the accrued but unpaid
interest  through the Conversion Date, and (2) then, out of the principal amount
of this Debenture.

            (ii) On the Maturity  Date the Company  shall pay the  principal and
accrued  interest  (through  the actual  date of payment) of any portion of this
Debenture which is then-outstanding.

            (iii) For purposes of this Debenture, the following terms shall have
the meanings indicated below:

      "Applicable  Interest  Rate"  means  (i) until  the  Maturity  Date or the
      Redemption  Due Date (as defined  below),  whichever  is  earlier,  9% per
      annum, and (ii) thereafter, to the extent this Debenture is not fully paid
      or converted by such date, 12% per annum.

      "Conversion  Price" means the  Pre-Maturity  Date Conversion  Price or the
      Post-Maturity Conversion Price, as applicable.

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      "Effective  Percentage" means the Pre-Maturity Effective Percentage and/or
      the Post-Maturity Date Effective Percentage, as applicable.

      "Pre-Maturity   Date  Conversion   Price"  means,   with  respect  to  the
      Pre-Maturity Date Period, (i) the average Closing Price for the forty-five
      (45)  Trading  Days  ending on the  Trading  Day  immediately  before  the
      Conversion  Date  (as  selected  by  the  Holder),  multiplied  by  (ii) a
      percentage  equal  to  (x)  one  hundred  percent  (100%),  less  (y)  the
      Pre-Maturity  Effective Percentage  (provided,  however,  that such amount
      shall be recomputed  for all  Unconverted  Debentures if the  Pre-Maturity
      Effective  Percentage is adjusted as contemplated by this Debenture or the
      Securities Purchase Agreement);  provided,  however, that the Pre-Maturity
      Date  Conversion  Price  shall not be less than Thirty  Cents  ($0.30) per
      share (as that  amount may  subsequently  be  adjusted as provided in this
      Debenture or the Securities Purchase Agreement);  provided, further, that,
      with respect to each such amount referred to in this  definition,  as that
      amount may be subsequently be adjusted as provided in this Debenture or in
      the Securities Purchase Agreement.  Notwithstanding the foregoing,  if the
      Closing Price is less than $0.50 per share on a Conversion Date during the
      Pre-Maturity  Date Period,  then during the  calendar  month in which such
      Conversion  Date falls,  a Converting  Holder may not convert an aggregate
      amount (including principal and interest) in excess of $175,000; provided,
      however,  that the  foregoing  limitation  shall not be  applicable in the
      event  that  the  Closing  Price  on such  Conversion  Date is equal to or
      exceeds  150% of the average  Closing  Price for the ten (10) Trading Days
      ending on the Trading Day immediately before the Conversion Date.

      "Pre-Maturity  Date Period" means the period  commencing on the Issue Date
      and ending on the Maturity Date.

      "Pre-Maturity  Effective  Percentage"  means,  initially,  thirty  percent
      (30%),  which  percentage  is  subject to  increase  as  provided  in this
      Debenture or the Securities Purchase Agreement.

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      "Post-Maturity   Date  Conversion   Price"  means,  with  respect  to  the
      Post-Maturity   Date  Period,  (i)  the  average  Closing  Price  for  the
      forty-five (45) Trading Days ending on the Trading Day immediately  before
      the  Conversion  Date (as  selected by the Holder),  multiplied  by (ii) a
      percentage equal to (x) one hundred percent (100%), less (y) the Effective
      Percentage  (provided,  however,  that such amount shall be recomputed for
      all  Unconverted  Debentures  if the  Effective  Percentage is adjusted as
      contemplated  by this  Debenture or the  Securities  Purchase  Agreement);
      provided,  however,  that, with respect to each such amount referred to in
      this  definition,  as that  amount  may be  subsequently  be  adjusted  as
      provided in this Debenture or in the Securities Purchase Agreement.

      "Post-Maturity  Date  Period"  means  the  period  commencing  immediately
      following the Maturity Date.

      "Post-Maturity  Effective  Percentage"  means,  initially,  twenty percent
      (20%),  which  percentage  is  subject to  increase  as  provided  in this
      Debenture or the Securities Purchase Agreement.

      B.  Conversion  shall be  effectuated by faxing a Notice of Conversion (as
defined  below) to the  Company as  provided  in this  paragraph.  The Notice of
Conversion  shall be executed by the Holder of this Debenture and shall evidence
such Holder's  intention to convert this Debenture or a specified portion hereof
in the form annexed hereto as Exhibit A. If paid in Common Stock as contemplated
hereby,  interest  accrued  or  accruing  from the  Issue  Date to the  relevant
Interest  Payment Date and not previously  paid shall be paid in Common Stock at
the Conversion  Price applicable as of such Interest Payment Date. No fractional
shares of Common Stock 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.  The date on which notice of conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes or  otherwise
delivers the conversion  notice  ("Notice of Conversion") to the Company so that

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it is received by the Company on or before such specified  date,  provided that,
if  such  conversion  would  convert  the  entire  remaining  principal  of this
Debenture, the Holder shall deliver to the Company the original Debentures being
converted no later than five (5) Trading Days thereafter. Delivery of the Notice
of Conversion shall be accepted by the Company by hand, mail or courier delivery
at the address  specified in said Exhibit A or at the facsimile number specified
in said Exhibit A (each of such  address or  facsimile  number may be changed by
notice  given to the Holder in the manner  provided in the  Securities  Purchase
Agreement).  Certificates representing Common Stock upon conversion ("Conversion
Certificates")  will be delivered to the Holder at the address  specified in the
Notice  of  Conversion  (which  may be  the  Holder's  address  for  notices  as
contemplated by the Securities Purchase Agreement or a different  address),  via
express courier, by electronic  transfer or otherwise,  within three (3) Trading
Days (such third Trading Day, the "Delivery Date") after the relevant Conversion
Date and, if interest is paid by Common Stock with respect to any other Interest
Payment Date,  the Interest  Payment Date.  The Holder shall be deemed to be the
holder of the shares  issuable to it in accordance  with the  provisions of this
Section 4(B) on the Conversion Date.

            C. Notwithstanding any other provision hereof or of any of the other
Transaction Agreements,  in no event (except (i) as specifically provided herein
as an exception to this  provision,  or (ii) while there is outstanding a tender
offer for any or all of the  shares of the  Company's  Common  Stock)  shall the
Holder be  entitled  to  convert  any  portion of this  Debenture,  or shall the
Company have the obligation to convert such Debenture (and the Company shall not
have the right to pay interest  hereon in shares of Common  Stock) to the extent
that, after such conversion or issuance of stock in payment of interest, the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its  affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
beneficially  owned  through the  ownership  of the  unconverted  portion of the
Debentures  or other  convertible  securities or of the  unexercised  portion of
warrants or other rights to purchase Common Stock), and (2) the number of shares
of Common Stock issuable upon the  conversion of the Debentures  with respect to
which the determination of this proviso is being made, would result in

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beneficial  ownership by the Holder and its affiliates of more than 4.99% of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to the Holder upon such  conversion).  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  except as  otherwise  provided  in clause  (1) of such  sentence.  The
Holder,  by its acceptance of this Debenture,  further agrees that if the Holder
transfers or assigns any of the  Debentures to a party who or which would not be
considered  such an  affiliate,  such  assignment  shall be made  subject to the
transferee's or assignee's  specific  agreement to be bound by the provisions of
this Section 4(C) as if such  transferee  or assignee  were the original  Holder
hereof.  Nothing herein shall preclude the Holder from disposing of a sufficient
number of other shares of Common Stock beneficially owned by the Holder so as to
thereafter permit the continued conversion of this Debenture.

      D. (i) Subject to the terms of Section 4(C) and to the other terms of this
Section  4(D),  interest  on the  principal  amount  of this  Debenture  on each
Interest Payment Date, shall be due and payable at the option of the Company, in
cash or if, but only if, the Registration  Statement  covering the resale of the
shares to be issued in  payment of such  interest  ("Interest  Shares")  is then
effective,  in  shares of  Common  Stock.  Notwithstanding  the  foregoing,  the
Company's  option to pay interest in Interest Shares shall not apply on or after
the  Maturity  Date  unless  the  Holder  consents  otherwise  in each  specific
instance.

            (ii) If the interest is to be paid in cash,  the Company  shall make
such payment within three (3) Trading Days of the Interest  Payment Date. If the
interest is not paid by such third  Trading Day and the  Registration  Statement
covering the resale of the Interest Shares is then effective,  the interest must
be paid in Common Stock in accordance  with the provisions of this Section 4(D),
unless the Holder consents otherwise in each specific instance.

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            (iii) If  interest  is to be paid in Common  Stock  (whether  at the
election of the Company or as required hereunder), the number of Interest Shares
shall be  determined  by  dividing  the  dollar  amount of the  interest  by the
Conversion Price in effect on the relevant Interest Payment Date. In such event,
the Common Stock shall be delivered to the Holder, or per Holder's instructions,
(i) if being issued in connection  with a conversion of this  Debenture,  on the
Delivery Date for the related Conversion  Certificates pursuant to the preceding
provisions  of this  Section 4 (such  date,  a "Delivery  Date"),  and (ii) with
respect to all other instances, within three (3) Trading Days after the Interest
Payment  Date (such  third  Trading  Day, a  "Delivery  Date"),  with the shares
issuable then based on the cumulative  accrued  interest  through such effective
date.

            (iv) If not paid in full on an Interest Payment Date, interest shall
be fully cumulative and shall accrue on a daily basis,  based on a 365-day year,
quarterly or until paid, whichever is earlier.

      E.  Reference is made to the  provisions of Section 4(h) of the Securities
Purchase Agreement, the terms of which are incorporated herein by reference. The
Conversion Price and all other provisions of this Debenture shall be adjusted as
provided in the  applicable  provisions  of said Section 4(h) of the  Securities
Purchase Agreement.

      F. (i) Anything in the other  provisions  of this  Debenture or any of the
other Transaction Agreements to the contrary notwithstanding, this Debenture may
be paid prior to the Maturity Date,  without  penalty,  in whole or in part. The
"Prepayment Amount" amount shall be equal to the sum of (x) the principal amount
of the  Debenture  being  prepaid  by the  Company,  plus (y)  accrued  interest
thereon.  Upon such prepayment,  the Catch-Up Warrant issued pursuant to Section
4.f.(i)  of the  Securities  Purchase  Agreement  shall  become  exercisable  in
accordance with its terms.

            (ii) On the Maturity  Date,  the Company shall pay to the Holder the
principal of the  Unconverted  Debenture and all accrued  interest  thereon (the
total of such amounts,  the "Full Payment Amount") in cash,  provided,  however,
that the  Company  shall give the Holder  written  notice  (the  "Maturity  Date
Payment  Notice") at least thirty (30) days in advance of the Maturity Date that
the  Company  intends  to make such  payment of the Full  Payment  Amount on the
Maturity Date. If the Company timely gives a Maturity Date Payment Notice, then,

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no later than  fifteen (15) days prior to the  Maturity  Date,  the Company must
give a written  notice (the "Full  Payment  Notice")  identifying  the bank (the
"Maturity  Date Payment  Bank") where the funds equal to the Full Payment Amount
("Full  Payment  Funds") have been  deposited,  accompanied by the Maturity Date
Payment Bank's  confirmation to the Holder that the Full Payment Funds have been
deposited with the Maturity Date Payment Bank and instructions for the method by
which the Holder can provide  instructions  to the Maturity Date Payment Bank to
make  payment of the Full Payment  Funds to the Holder (such  payment to made by
check or wire, as specified by the Holder) on the Maturity  Date. If the Company
does not timely give the Maturity Date Payment Notice or does not timely provide
the provide the Full Payment  Notice,  or, if it timely gives both such notices,
but does not make the payment  contemplated  thereby on the Maturity  Date,  the
Company  shall pay to the  Holder an amount  equal to ten  percent  (10%) of the
outstanding  principal of this  Debenture  as of the date of the  Maturity  Date
Payment  Notice.  If such amount is not paid to the Holder on the Maturity Date,
such amount shall be added to the then-outstanding principal of this Note.

            (iii) If, for any  reason,  the  Company  does not  timely  give the
Maturity  Date Payment  Notice or, after timely giving the Maturity Date Payment
Notice, does not pay the Full Payment Amount on the Maturity Date, the following
provisions shall apply.

      (a)  If  the  Company  subsequently  determines  to  pay  the  outstanding
      principal of this Debenture,  together with all accrued interest  thereon,
      in whole or in part, it may do so on the terms and conditions  provided in
      this Section 4(F)(iii).  If the Company elects to make such a payment, the
      Company shall give the Holder a written notice (the "Post-Maturity Payment
      Notice")  of its  election  to pay all or a  portion  of then  Unconverted
      Debenture.  The "Payment  Amount"  amount shall be equal to the sum of (x)
      the Payment Principal Amount (as defined below), plus (y) accrued interest
      thereon  through the date of the  Post-Maturity  Payment  Date (as defined
      below). Additional terms regarding this payment right are provided below.

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      (b) The  Post-Maturity  Payment  Notice  shall  specify (x) the  principal
      amount  of the  Debenture  being  prepaid  by the  Company  (the  "Payment
      Principal Amount"), (y) the date (the "Post-Maturity Payment Date"), which
      shall be not less than  thirty (30) days after the  Post-Maturity  Payment
      Notice is received by the Holder,  on which such payment will be made, and
      (z) identify  the bank (the  "Payment  Bank") where the Payment  Funds (as
      defined below) have been deposited. The Post-Maturity Payment Notice shall
      be accompanied by the Payment Bank's confirmation to the Holder that funds
      (the "Payment Funds") equal to the Payment Amount have been deposited with
      the Payment Bank and  instructions  for the method by which the Holder can
      provide  instructions  to the Payment  Bank to make payment of the Payment
      Funds to the Holder (such  payment to made by check or wire,  as specified
      by the Holder) on the Post-Maturity Payment Date.

      (c) Even after the issuance of a Post-Maturity  Payment Notice, the Holder
      may continue to convert this Debenture as provided in the other provisions
      of this  Debenture  until this  Debenture  is paid in full.  If the Holder
      converts any portion of this Debenture after the date of the Post-Maturity
      Payment Notice and prior to the payment of the Payment Funds to the Holder
      (the "Payment Conversion Period"), so that the then-outstanding  principal
      of this Debenture is less than the Payment Principal  Amount,  the Company
      shall  notify the Payment Bank of the  then-outstanding  principal of this
      Debenture; provided, however, if the Payment Principal Amount is less than
      the  then-outstanding  principal of this Debenture,  any such  conversions
      made  during the  Payment  Conversion  Period  shall be deemed made in the
      following  order  of  priority:   (1)  first,  out  of  principal  of  the
      Unconverted  Debenture in excess of the Payment Principal Amount,  and (2)
      then,  out  of the  Payment  Principal  Amount.  To the  extent  that  any
      conversions made during the Payment  Conversion Period are deemed made out
      of the Payment Principal  Amount,  the Payment Funds will then be adjusted
      to an amount  equal to such  outstanding  principal  plus all  accrued but
      unpaid interest thereon through the Post-Maturity Payment Date.

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      (d) If the  Payment  Funds are not timely  paid or made  available  to the
      Holder, the Holder will have the option,  exercisable at any time prior to
      the actual  receipt of the Payment  Funds  (together  with any  additional
      interest  accruing on the Payment Principal Amount after the Post-Maturity
      Payment  Date) to effect  either  or both of the  following  actions:  (x)
      cancellation,  ab initio, of the payment contemplated by the Post-Maturity
      Payment Notice and (y)  cancellation of the Company's  payment right under
      this Section 4(F)(iii).

      5. A.  Subject  to the  terms of the  Securities  Purchase  Agreement,  no
provision of this Debenture  (including,  without limitation,  the provisions of
Section  4(F)(ii)  hereof) shall alter or impair the  obligation of the Company,
which is absolute and  unconditional,  to pay the principal of, and interest on,
this  Debenture  at the time,  place,  and rate,  and in the coin or currency or
where  contemplated  herein in shares of its Common  Stock,  as  applicable,  as
herein  prescribed.  This  Debenture and all other  Debentures  now or hereafter
issued of similar terms are direct obligations of the Company.

            B. Payment of this Debenture is secured pursuant to the terms of the
Security Interest  Agreement of even date herewith  executed by the Company,  as
debtor,  in favor of the Buyer and the Other  Buyers,  as secured  parties.  The
terms of the Security Interest Agreement are incorporated herein by reference.

      6. All payments  contemplated hereby to be made "in cash" shall be made in
immediately  available  good funds of United States of America  currency by wire
transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each
delivery of shares of Common Stock issuable to the Holder as contemplated hereby
shall be made to the  Holder at the  address  last  appearing  on the  Debenture
Register  of the  Company as  designated  in writing by the Holder  from time to
time;  except  that the  Holder  can  designate,  by  notice to the  Company,  a
different delivery address for any one or more specific payments or deliveries.

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      7. If, for as long as this  Debenture  remains  outstanding,  the  Company
enters into a merger (other than where the Company is the  surviving  entity) or
consolidation with another  corporation or other entity or a sale or transfer of
all or  substantially  all of  the  assets  of the  Company  to  another  person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction,  that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into
a Sale 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  Sale,  the  Company  and any such  successor,  purchaser  or
transferee  will agree that the  Debenture  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.  In the event of any such proposed  Sale, (i)
the Holder  hereof  shall have the right to  convert by  delivering  a Notice of
Conversion to the Company  within fifteen (15) days of receipt of notice of such
Sale  from the  Company,  except  that  Section  4(C)  shall  not  apply to such
conversion.

      8.  If,  at  any  time  while  any  portion  of  this  Debenture   remains
outstanding,  the Company spins off or otherwise divests itself of a part of its
business  or  operations  or  disposes  of all or of a part of its  assets  in a
transaction (the "Spin Off") in which the Company,  in addition to or in lieu of
any other  compensation  received and retained by the Company for such business,
operations  or  assets,  causes  securities  of  another  entity  (the "Spin Off
Securities") to be issued to security holders of the Company,  the Company shall
cause (i) to be reserved Spin Off  Securities  equal to the number thereof which
would  have  been  issued  to the  Holder  had  all of the  Holder's  Debentures
outstanding  on the record date (the "Record Date") for  determining  the amount
and  number  of Spin Off  Securities  to be issued to  security  holders  of the

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Company  (the  "Outstanding  Debentures")  been  converted  as of the  close  of
business on the Trading Day  immediately  before the Record Date (the  "Reserved
Spin Off Shares"),  and (ii) to be issued to the Holder on the conversion of all
or any of the  Outstanding  Debentures,  such  amount of the  Reserved  Spin Off
Shares equal to (x) the Reserved  Spin Off Shares  multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding Debentures
then being  converted,  and (II) the denominator is the principal  amount of the
Outstanding Debentures.

      9.  If,  at  any  time  while  any  portion  of  this  Debenture   remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common  Stock or issues a dividend on its Common Stock  consisting  of shares of
Common Stock,  the Conversion  Price or any component  thereof,  if any, and any
other fixed  amounts  calculated as  contemplated  hereby or by any of the other
Transaction  Agreements shall be equitably  adjusted to reflect such action.  By
way of illustration, and not in limitation, of the foregoing, (i) if the Company
effectuates  a 2:1 split of its Common  Stock,  thereafter,  with respect to any
conversion  for which the Company  issues  shares  after the record date of such
split,  the Conversion  Price shall be deemed to be one-half of what it had been
immediately prior to such split; (ii) if the Company  effectuates a 1:10 reverse
split of its Common Stock, thereafter,  with respect to any conversion for which
the Company  issues  shares  after the record date of such  reverse  split,  the
Conversion  Price shall be deemed to be ten times what it had been calculated to
be immediately  prior to such split;  and (iii) if the Company  declares a stock
dividend  of one  share  of  Common  Stock  for  every  10  shares  outstanding,
thereafter,  with respect to any  conversion for which the Company issues shares
after  the  record  date  of  such  dividend,   the  Conversion  Price  (however
determined) shall be deemed to be such amount multiplied by a fraction, of which
the  numerator  is the number of shares (10 in the example) for which a dividend
share  will be issued  and the  denominator  is such  number of shares  plus the
dividend share(s) issuable or issued thereon (11 in the example).

                                       13
<PAGE>

      10. The Holder of the Debenture,  by acceptance  hereof,  agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  or the  shares of Common  Stock
issuable  upon  conversion  thereof  except under  circumstances  which will not
result in a  violation  of the Act or any  applicable  state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

      11. This Debenture  shall be governed by and construed in accordance  with
the laws of the State of Illinois for  contracts to be wholly  performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws.  Each of the parties  consents  to the  exclusive  jurisdiction  of the
federal courts whose  districts  encompass any part of the County of Cook or the
state  courts of the State of  Illinois  sitting  in the County of  Illinois  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  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Holder in  enforcement  of or  protection  of any of its rights under any of
this Debenture.

      12. JURY TRIAL WAIVER.  The Company and the Holder hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the Parties
hereto  against  the  other  in  respect  of  any  matter  arising  out of or in
connection with this Debenture.

      13. (i) Prior to the Maturity  Date,  the  following  shall  constitute an
"Event of Default":

            a.    The  Company  shall  default in the  payment of  principal  or
                  interest on this  Debenture or any other amount due hereunder,
                  and such  default  shall  continue  for a  period  of five (5)
                  Trading Days; or

            b.    Any of the  representations  or warranties made by the Company
                  herein,  in the  Securities  Purchase  Agreement or any of the
                  other   Transaction   Agreements  or  in  any  certificate  or
                  financial or other written statements  heretofore or hereafter
                  furnished by the Company in connection  with the execution and
                  delivery  of  this  Debenture  or  the   Securities   Purchase
                  Agreement shall be false or misleading in any material respect
                  at the time made; or

                                       14
<PAGE>

            c.    Subject to the terms of the Securities Purchase Agreement, the
                  Company  fails to authorize or to cause its Transfer  Agent to
                  issue  shares of Common  Stock upon  exercise by the Holder of
                  the  conversion  rights of the Holder in  accordance  with the
                  terms of this Debenture (provided,  however, that for purposes
                  of this provision, such failure to cause the Transfer Agent to
                  issue such shares shall not be deemed to occur until the close
                  of business  on the  Delivery  Date),  fails to transfer or to
                  cause its  Transfer  Agent to  transfer  any  certificate  for
                  shares of Common Stock issued to the Holder upon conversion of
                  this  Debenture  and when  required by this  Debenture  or any
                  other  Transaction  Agreement,  and such transfer is otherwise
                  lawful,  or fails to  remove  any  restrictive  legend  on any
                  certificate  or fails to cause  its  Transfer  Agent to remove
                  such  restricted  legend,  in each case where such  removal is
                  lawful,  as and when required by this Debenture,  or any other
                  Transaction  Agreement,  and any such failure  shall  continue
                  uncured for three (3) Trading Days; or

            d.    The Company shall fail to perform or observe,  in any material
                  respect,  any  other  covenant,  term,  provision,  condition,
                  agreement or  obligation  of any  Debenture in this series and
                  such  failure  shall  continue  uncured for a period of thirty
                  (30) days after the Holder  gives the Company  written  notice
                  thereof; or

            e.    The Company shall fail to perform or observe,  in any material
                  respect, any covenant, term, provision,  condition,  agreement
                  or  obligation  of the  Company  under any of the  Transaction
                  Agreements and such failure,  if capable of being cured, shall
                  continue  uncured  for a period of thirty  (30) days after the
                  Holder gives the Company  written  notice  thereof (but if not
                  capable of being cured, such thirty day period shall be deemed
                  expired immediately upon the giving of such notice); or

                                       15
<PAGE>

            f.    The Company  shall (1) admit in writing its  inability  to pay
                  its debts generally as they mature; (2) make an assignment for
                  the  benefit of  creditors  or  commence  proceedings  for its
                  dissolution; or (3) apply for or consent to the appointment of
                  a trustee, liquidator or receiver for its or for a substantial
                  part of its property or business; or

            g.    A trustee,  liquidator or receiver  shall be appointed for the
                  Company or for a substantial  part of its property or business
                  without its consent and shall not be  discharged  within sixty
                  (60) days after such appointment; or

            h.    Any governmental agency or any court of competent jurisdiction
                  at  the  instance  of any  governmental  agency  shall  assume
                  custody or control of the whole or any substantial  portion of
                  the  properties  or  assets  of the  Company  and shall not be
                  dismissed within sixty (60) days thereafter; or

            i.    Any money judgment, writ or warrant of attachment,  or similar
                  process in excess of Two Hundred Thousand  ($200,000)  Dollars
                  in the aggregate shall be entered or filed against the Company
                  or any of its  properties  or other  assets  and shall  remain
                  unpaid, unvacated,  unbonded or unstayed for a period of sixty
                  (60) days or in any event  later  than five (5) days  prior to
                  the date of any proposed sale thereunder; or

            j.    Bankruptcy,   reorganization,    insolvency   or   liquidation
                  proceedings  or  other   proceedings   for  relief  under  any
                  bankruptcy  law or any law for the relief of debtors  shall be
                  instituted  by or  against  the  Company  and,  if  instituted
                  against the Company,  shall not be dismissed within sixty (60)
                  days after such institution or the Company shall by any action
                  or answer  approve of,  consent to, or  acquiesce  in any such
                  proceedings or admit the material  allegations  of, or default
                  in answering a petition filed in any such proceeding; or

                                       16
<PAGE>

            k.    The Company shall have its Common Stock suspended from trading
                  on, or delisted  from,  the  Principal  Trading  Market for in
                  excess of ten (10) Trading Days.

      (ii) After the Maturity Date, the term "Event of Default" shall mean:

            a.    The  Company  shall  default in the  payment of  principal  or
                  interest on this  Debenture or any other amount due hereunder,
                  and,  in any such  instance,  the same  shall  continue  for a
                  period of five (5) Trading Days; or

            b.    Subject to the terms of the Securities Purchase Agreement, the
                  Company  fails to authorize or to cause its Transfer  Agent to
                  issue  shares of Common  Stock upon  exercise by the Holder of
                  the  conversion  rights of the Holder in  accordance  with the
                  terms of this Debenture (provided,  however, that for purposes
                  of this provision, such failure to cause the Transfer Agent to
                  issue such shares shall not be deemed to occur until the close
                  of business  on the  Delivery  Date),  fails to transfer or to
                  cause its  Transfer  Agent to  transfer  any  certificate  for
                  shares of Common Stock issued to the Holder upon conversion of
                  this  Debenture  and when  required by this  Debenture  or any
                  other  Transaction  Agreement,  and such transfer is otherwise
                  lawful,  or fails to  remove  any  restrictive  legend  on any
                  certificate  or fails to cause  its  Transfer  Agent to remove
                  such  restricted  legend,  in each case where such  removal is
                  lawful,  as and when required by this Debenture,  or any other
                  Transaction  Agreement,  and any such failure  shall  continue
                  uncured for three (3) Trading Days.

                                       17
<PAGE>

      (iii) If an Event of Default shall have occurred and is continuing,  then,
or at any time thereafter, and in each and every such case, unless such Event of
Default  shall have been cured or waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any subsequent default),  at the option of
the Holder and in the Holder's sole  discretion,  the Holder may elect to redeem
all or part  of the  Unconverted  Debenture  (as  defined  below)  on the  terms
provided in Section 14 hereof.

      14. A. The Company  acknowledges that if there is an Event of Default, the
Holder may  require  the  Company to  immediately  redeem all or any part of the
outstanding  portion of this  Debenture  for an amount  equal to the  Redemption
Amount (as defined below).

          B. For  purposes of this  Debenture,  the  following  terms shall have
the meanings indicated below:

      "Unconverted Debenture" means the principal amount of this Debenture which
      has not been converted as of the relevant date.

      "Redemption  Payment  Date" means the date on which the  Company  actually
      pays the Redemption Amount.

      "Redemption Amount" means the amount equal to:

                               V                      x
            M          ----------------
                              CP

            where:

                  "V" means the principal of an  Unconverted  Debenture plus any
            accrued but unpaid interest thereon;

                  "CP"  means  the  Conversion  Price in effect on the date (the
            "Redemption  Notice  Date") of the  Redemption  Notice  (as  defined
            below); and

                                       18
<PAGE>

                  "M" means the  highest  closing  price per share of the Common
            Stock during the period beginning on the Redemption  Notice Date and
            ending on the Redemption Payment Date.

            C. The  Holder  of an  Unconverted  Debenture  may elect to redeem a
portion of such Unconverted  Debenture without electing to redeem the balance of
the  Unconverted  Debenture.  The  Holder's  option to redeem all or part of the
Unconverted  Debenture shall be exercised by the Holder giving written notice of
the exercise of this provision by the Holder (a "Redemption Notice") at any time
after a relevant  Event of Default has  occurred.  The  Redemption  Notice shall
specify (a) the date (the "Redemption Due Date") on which the Redemption  Amount
shall be paid, which date shall be at least five (5) Trading Days after the date
(a "Redemption Notice Date") on which the Holder Redemption Notice is given, and
(b) the wire  instructions for the account to which the Redemption  Amount is to
be paid; provided,  however, that the Company shall have the right to accelerate
the date of such payment.

            D. If all of the Unconverted  Debentures are being redeemed pursuant
to this Section,  then, upon payment in full of the Redemption Amount for all of
the  Unconverted  Debentures in accordance  with the provisions of this Section,
the Holder shall deliver the Debenture to the Company marked "paid in full".

            E. If the Redemption  Amount is not timely paid by the Company,  the
Holder may declare the Redemption  Amount due under this  Debenture  immediately
due and payable,  without presentment,  demand,  protest or notice of any kinds,
all of which are  hereby  expressly  waived,  anything  herein or in any note or
other instruments contained to the contrary notwithstanding,  and the Holder may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other  rights or  remedies  afforded  by law,  including,  but not
necessarily  limited  to,  the  equitable  remedy of  specific  performance  and
injunctive  relief. If such outstanding amount is not timely paid in full by the
Company,  the unpaid  amount  computed as of such date will bear interest at the
rate of twelve  percent  (12%) or the highest rate allowed by law,  whichever is
lower,  from the date of the  Event of  Default  until  and  including  the date
actually  paid.  Any  partial  payments  shall be applied  first to all  accrued
interest and then to principal.

                                       19
<PAGE>

      15. Nothing  contained in this Debenture  shall be construed as conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

                    [Balance of page intentionally blank]

                                       20
<PAGE>

      16. In the event for any  reason,  any payment by or act of the Company or
the Holder  shall  result in payment of interest  which  would  exceed the limit
authorized  by or be in violation of the law of the  jurisdiction  applicable to
this Debenture, then ipso facto the obligation of the Company to pay interest or
perform such act or requirement  shall be reduced to the limit  authorized under
such law,  so that in no event shall the  Company be  obligated  to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest  in excess of the limit so  authorized.  In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement or notice between or by the Company or the Holder,  be deemed
applied to the payment of principal,  if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically  designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture.  If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section or
otherwise,  such  excess  shall be deemed to be an  interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the Company.  The provisions of this Section shall control every other provision
of this Debenture.

      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.

Dated: _________________, 200__

                                    SUPERCLICK, INC.

                                    By:
                                       -----------------------------------------


                                    --------------------------------------------
                                    (Print Name)


                                    --------------------------------------------
                                    (Title)



                                       21
<PAGE>

                                    EXHIBIT A

                                SUPERCLICK, INC.

                              NOTICE OF CONVERSION
                                       OF
      SENIOR SECURED CONVERTIBLE DEBENTURE SERIES 05-01 DUE AUGUST 1, 2006
  (To be Executed by the Registered Holder in Order to Convert the Debenture)

TO:      SUPERCLICK, INC.                             VIA FAX:    (858) 279-1799
         4275 Executive Square, Suite 215
         La Jolla, CA 92037
         Attn: Chairman

AND TO:  TODD M.PITCHER                               VIA FAX:    (619) 330-1805
         3435 Aldford Drive
         San Diego, CA 92111
         Attn: Chairman


FROM: _________________________________________________________ ("Holder")

DATE: _______________________________________________ (the "Conversion Date")

RE:   Conversion  of   $_________________   principal   amount  (the  "Converted
      Debenture") of the Senior Secured  Convertible  Debenture Series 05-01-___
      Due _________, 2006 (the "Debenture") of SUPERCLICK,  INC. (the "Company")
      into  ________________________  shares (the "Conversion Shares") of Common
      Stock (defined below)

      The captioned  Holder hereby gives notice to the Company,  pursuant to the
Debenture of  SUPERCLICK,  INC.  that the Holder elects to convert the Converted
Debenture into fully paid and non-assessable  shares of Common Stock, $.0006 par
value (the "Common  Stock"),  of the Company as of the Conversion Date specified
above. Said conversion shall be based on the following Conversion Price

<PAGE>

            $________________, representing the Closing Date Conversion Price
            (as defined in the Debenture)

            $________________, representing the Pre-Maturity Date Conversion
            Price (as defined in the Debenture)

            $________________, representing the Post-Maturity Conversion
            Price,(1) adjusted in accordance with the provisions of the
            Debenture

----------
(1)This option is available only after the Maturity Date.

                                       2
<PAGE>

Based on this Conversion  Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

            Name and Record Address                   Conversion Shares

            -----------------------------------       --------------------------

            -----------------------------------       --------------------------

            -----------------------------------       --------------------------

      It is the intention of the Holder to comply with the provisions of Section
4(C) of the Debenture  regarding certain limits on the Holder's right to convert
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believe this  conversion  complies  with the  provisions  of said Section  4(C).
Nonetheless, to the extent that, pursuant to the conversion effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised, ab initio, to refer to the conversion which would
result in the issuance of shares consistent with such provision.  Any conversion
above such amount is hereby deemed void and revoked.

      As contemplated by the Debenture,  this Notice of Conversion is being sent
by facsimile to the telecopier number and officer indicated above.

      If this  Notice  of  Conversion  represents  the  full  conversion  of the
outstanding  balance  of the  Converted  Debenture,  the  Holder  either (1) has
previously  surrendered  the  Converted  Debenture  to the  Company  or (2) will
surrender (or cause to be surrendered) the Converted Debenture to the Company at
the address  indicated  above by express  courier  within five (5) Trading  Days
after delivery or facsimile transmission of this Notice of Conversion.

      The certificates  representing the Conversion Shares should be transmitted
by the  Company to the  Holder via  express  courier or by  electronic  transfer
within the time  contemplated  by the Debenture  after receipt of this Notice of
Conversion (by facsimile transmission or otherwise) to:

                                       3
<PAGE>

                      -------------------------------------
                      -------------------------------------
                      -------------------------------------


                                       4
<PAGE>

      As contemplated by the Debenture,  the Company should also pay all accrued
but unpaid interest on the Converted Debenture to the Holder.

                  --If the Company  elects to pay such interest in Common Stock,
            as  contemplated  by and subject to the provisions of the Debenture,
            such shares should be issued in the name of the Holder and delivered
            in the same manner as, and together with, the Conversion Shares.

                  --If the Company elects or is required to pay the dividends in
            cash, such payment should be made by wire transfer as follows:(2)

                  -----------------------------------

                  -----------------------------------

                  -----------------------------------


      -------------------------------------
              (Print name of Holder)


----------
      (2)Information should include the following:

      All Wires:

      (1) Bank Name
      (2) Bank Address (including street, city, state)
      (3) ABA or Wire Routing No.
      (4) Account Name
      (5) Account Number

If Wire is going to International (Non-US) Bank, all of the above plus:

      (6) SWIFT Number


                                       5
<PAGE>

      By:
         -----------------------------------------
            (Signature of Authorized Person)

      --------------------------------------------
      (Printed Name and Title)

                                       6
<PAGE>

                                                                         6/23/05
                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE


1.    Current Common Stock holdings of Holder and Affiliates

      -------------

2.    Shares to be issued on current conversion(3)

      -------------

3.    Other shares to be issued on other current conversion(s) and other current
      exercise(s)

      -------------

4.    Other  shares  eligible  to  be  acquired  within  next  60  days  without
      restriction

      -------------

5.    Total [sum of Lines 1 through 4]

      -------------

6.    Outstanding shares of Common Stock(4)

      -------------

7.    Adjustments to Outstanding

      a.    Shares known to Holder as previously  issued to Holder or others but
            not included in Line 6

      ------------

      b.    Shares to be issued per Line(s) 2 and 3

      ------------

      c.    Total Adjustments [Lines 7a and 7b]

      -------------

8.    Total Adjusted Outstanding [Lines 6 plus 7c]

      -------------

9.    Holder's Percentage [Line 5 divided by Line 8]

      -------------%

[Note: Line 9 not to be above 4.99%]


----------
      (3) Includes  conversion of principal and assumes interest will be paid in
Common Stock at the Conversion Price.
      (4) Based on latest  SEC  filing by Company  or  information  provided  by
executive officer of Company, counsel to Company or transfer agent.

                                        7