THIS AGREEMENT dated effective September 15, 2001.

BETWEEN:

Geneva Overseas Holdings Ltd.
a corporation incorporated under the laws of Antigua
(hereinafter called the "Lender")

                                                              OF THE FIRST PART,

                                     - and

Netforce Systems Inc., a corporation incorporated
under the laws of Antigua,
(hereinafter called the "Borrower")

                                                             OF THE SECOND PART.


                       DEBT TO EQUITY CONVERSION AGREEMENT
                       -----------------------------------

     WHEREAS  the  Lender is the owner of a debt  security  which at the date of
this Agreement had a principal  amount of $208,120  outstanding  and interest of
$6,363 for a total indebtedness of $214,483;

     AND  WHEREAS  the Lender has agreed to  transfer  the debt  security to the
Borrower for a total  consideration of 2,144,830 shares in the Company having an
agreed value of $0.10 per share;

     NOW  THEREFORE in  consideration  of the mutual  covenants  and  agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                 Interpretation

1.1  Definitions

     As used in this  Agreement,  the following words and phrases shall have the
     following meanings:

     (a)  "Closing Date" means September 15, 2001;


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                                                                               2

1.2  United States Dollars

     All dollar  amounts  referred to in this  Agreement are in United States of
     America currency unless otherwise provided.

1.3  Extended Meanings

     In this  Agreement,  words importing the singular number include the plural
     and vice  versa  and words  importing  the  masculine  gender  include  the
     feminine and neuter genders.

1.4  Headings

     Articles  and  section  headings  are  not to be  considered  part  of this
     Agreement and are included  solely for convenience of reference and are not
     intended to be full or accurate descriptions of the contents thereof.

                                   ARTICLE II

                            Transfer of Debt Security

2.1  Transfer of Debt security

     The transfer of the debt security  shall  effectively  occur on the Closing
     Date and  subject to the terms and  conditions  hereof,  the  Lender  shall
     transfer to the Borrower the debt  security,  upon delivery by the Borrower
     to the Lender of 2,144,830 shares in the common stock of the Company;

2.2  Debt Security

     Upon  delivery of the debt security to the Borrower and the transfer of the
     shares herein is complete the Borrower shall have no further obligations in
     respect of the debt security;

                                   ARTICLE III

                         Representations and Warranties

3.1  Representations and Warranties of the Lender

     The  Lender  hereby  represents  and  warrants  as follows in favour of the
     Borrower and hereby  acknowledges and confirms that the Borrower is relying
     upon such representations and warranties in connection with the transfer of
     the debt security from the Lender:

     (a)  the Lender owns,  beneficially  and of record,  the debt security with
          good and marketable title thereto,  free and clear of any claim, lien,


<PAGE>


                                                                               3

          security  interest or  encumbrance of any nature or kind and, as such,
          has the  exclusive  right and full power to sell,  transfer and assign
          the debt security to the Borrower;

     (b)  no person, firm or corporation has any agreement, option or any rights
          capable of becoming an  agreement or option for the  acquisition  from
          the Lender of the debt security;

     (c)  the Lender is not  insolvent,  has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

3.2  Representations and Warranties of the Borrower

     The  Borrower  hereby   represents  and  warrants  as  follows  and  hereby
     acknowledges   and   confirms   that  the  Lender  is  relying   upon  such
     representations  and warranties in connection with the transfer of the debt
     security from the Lender:

     (a)  the Borrower is an Antigua corporation registered to carry on business
          in Antigua;

     (b)  the Borrower has received  independent  legal advice before  executing
          this Agreement and has voluntarily executed this Agreement;

     (c)  the Borrower is not insolvent, has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

     (d)  the  Borrower  will  transfer  shares to the lender  that are free and
          clear of any claim,  lien,  security  interest or  encumbrance  of any
          nature or kind and are issued from the treasury of the Borrower.

                                   ARTICLE IV

                                   Covenants

4.1  Covenants of the Lender


<PAGE>



                                                                               4

          The Lender  hereby  covenants in favour of the  Borrower  that he will
          cause all necessary  steps and  proceedings  to be taken to permit the
          debt  security to be duly and  regularly  transferred  to the Borrower
          effective the Closing Date.

4.2  Covenants of the Borrower

          The  Borrower  hereby  covenants  in favour of the Lender that it will
          deliver  to  the  Lender   2,144,830   shares  from  its  treasury  in
          satisfaction  of the  debt  security  being  satisfied  effective  the
          Closing Date.

                                    ARTICLE V

                                 Closing Matters

5.1  Conditions of Closing for the Lender's Benefit

     The Lender shall not be obliged to complete the transfer  herein  unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Lender  and may be  waived  in  writing  in whole or in part by the
     Lender at any time:

     (a)  the  Borrower  shall have  performed  all  obligations  required to be
          performed under this Agreement;

     (b)  the  Borrower  has  delivered  to the lender  2,144,830  shares in the
          common stock of the Company.

5.2  Conditions of Closing for the Borrower's Benefit

     The Borrower shall not be obliged to complete the transfer herein unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Borrower  and may be waived in whole or in part by the  Borrower at
     any time:

     (a)  the  Lender  shall  have  delivered  or cause to be  delivered  to the
          Borrower,  duly endorsed for transfer,  the transfer documents for the
          debt security; and

     (b)  the  Lender  shall  have  performed  all  obligations  required  to be
          performed under this Agreement.


<PAGE>


                                                                               5

                                   ARTICLE VI

                           General Contract Provisions

6.1  Notices

     All notices,  requests, demands or other communications by the terms hereof
     required or  permitted to be given by one party to the other shall be given
     in writing by personal  delivery or by registered  mail,  postage  prepaid,
     addressed to such other party at the following addresses:

     (a)  to the Borrower at:

          P.O. Box W-645
          Suite #10, Woods Centre
          St. John's, Antigua, West Indies

     (b)  to the Lender at

          C/o ABI Trust Ltd.
          High Street & Com alley
          P.O. Box 1679
          St. John's, Antigua, West Indies

     or at such other  address as may be given by either of them to the other in
     writing  from  time to  time.  Such  notices,  requests,  demands  or other
     communications  shall be deemed to have been received when delivered or, if
     mailed, on the fifth business day following the day of the mailing thereof,
     provided that regular mail service shall not then be interrupted by strikes
     or other irregularities and where such interruption or other irregularities
     occur,  all notices,  requests,  demands or other  communications  shall be
     deemed to have  been  received  on the fifth  business  day  following  the
     resumption of normal mail service.

6.2  Further and Other Acts

     The parties hereto covenant and agree to sign such other papers, cause such
     meetings to be held, resolutions passed and by-laws enacted, exercise their
     vote and influence,  do and perform and cause to be done and performed such
     further and other acts and things as may be necessary or desirable in order
     to give full effect to this Agreement and every part hereof.

6.3  Governing Law

     This Agreement shall be governed by the laws of Antigua.

6.4  Time of Essence


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                                                                               6

     The  effective  date of this  Agreement is September  15, 2001 and no party
     shall  make  claim  that  it was  made  on a  later  date  and  each  party
     acknowledges  that this Agreement will be executed  subsequent to September
     15, 2001 but that it shall remain effective on September 15, 2001 as if the
     Agreement  had  been  signed  on the  said  date  to  reflect  the  patties
     intentions.

6.5  Entire Agreement

     This Agreement shall  constitute the entire  agreement  between the parties
     hereto with respect to all of the matters  herein and  supersedes all prior
     and   contemporaneous   agreements,   understandings,    negotiations   and
     discussions,  whether oral or written, of the parties. This Agreement shall
     not be amended  except by a  memorandum  in writing  signed by the  parties
     hereto  and any  amendment  hereof  shall be null and void and shall not be
     binding upon any party which has not given its consent as aforesaid.

6.6  Successors and Assigns

     This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties  hereto  and their  respective  heirs,  executors,  administrators,
     successors and assigns.

6.7  Survival

     The  representations,  warranties  and  covenants  contained  herein  shall
     survive the Closing Date and shall not be merged upon the completion of the
     transfers contained herein.

6.8  Countersigning

     The parties hereto agree that this Agreement may be signed in  counterparts
     to reflect  the  physical  distance  and  difficulty  in having all parties
     execute the same  agreement and that each party shall be bound by the terms
     of this Agreement as if each party executed one agreement.

     IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.


(Seal)                                 )     NETFORCE SYSTEMS INC,
                                       )
                                       )     Per: /s/ Terry Bowering
                                                 ---------------------------
                                             (Authorized Signing Officer)

                                             Per: /s/
                                                 ---------------------------
                                             (Authorized Signing Officer)



(Seal)                                 )     GENEVA OVERSEAS HOLDINGS LTD.
                                       )
                                       )     Per: /s/ Terry Bowering
                                                 ---------------------------
                                             (Authorized Signing Officer)