EXHIBIT
4.1 10% Convertible Debenture








POLY-PACIFIC
INTERNATIONAL INC.




 

10%
CONVERTIBLE DEBENTURE

 

SUBSCRIPTION
DOCUMENT

 

(UNSIGNED)

























POLY-PACIFIC
INTERNATIONAL INC.

(Incorporated
under the laws of Alberta)

 


	No.____________	
      $_________________




 

10%
CONVERTIBLE DEBENTURE

 

Due
December
15, 2004

 

Poly-Pacific
International Inc. (hereinafter referred to as the “Corporation”) for value
received hereby promises to pay to ___________, the registered holder hereof, on
December 15, 2004, or on such earlier date as the principal amount hereof may
become due in accordance with the provisions of the Indenture hereinafter
mentioned, on presentation and surrender of this Debenture, the sum of
_______________________________________ ($_________________) Dollars in lawful
money of Canada at Edmonton, Alberta and to pay interest on the principal amount
hereof at the rate of 10% per annum from the date hereof, in like money,
calculated and payable after as well as before maturity, default and judgment
(with interest on overdue interest at the said rate) semi-annually on June 15th
and December 15th in each year, the first of such payments to fall due on
December 15, 2003.

 

This
Debenture is one of the 10% Convertible Debenture (herein referred to as the
“Debenture”) in the aggregate principal amount of up to FIVE HUNDRED THOUSAND
($500,000.00) DOLLARS in lawful money of Canada issued under an Indenture
(herein referred to as the “Indenture”) dated as of June 15, 2003, and made
between the Corporation and the Trustee, to which Indenture and all instruments
supplemental thereto or in implementation thereof reference is hereby made for a
description of the rights of the holders of the said Debenture, of the
Corporation and of the Trustee and of the terms and conditions upon which the
Debenture is issued and held, all to the same effect as if the provisions of the
Indenture and such instruments supplemental thereto or in implementation thereof
were herein set forth, to all of which provisions the holder of this Debenture,
by acceptance hereof, assents.

 

The
Debenture is issuable as fully registered Debenture in minimum denominations of
One Thousand ($1,000.00) Dollars. The Debenture of any authorized denomination
may be exchanged, as provided in the Indenture, for Debenture of an equal
aggregate principal amount in any other authorized denomination or
denominations.

 

This
Debenture is convertible, at the option of the holder hereof, upon surrender of
this Debenture at the principal office of the Trustee in the City of Calgary at
any time up to the close of business on December 15, 2004, or on the business
day immediately preceding the date specified for redemption of this Debenture,
whichever is earlier, into fully paid and non-assessable Shares without par
value in the capital of the Corporation, as presently constituted at the
Conversion Price, all subject to the terms and conditions and in the manner set
forth in the Indenture. The Indenture makes provision for the adjustment of the
Conversion Price in the events therein specified.


 







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This
Debenture and all other debentures now or hereafter certified and issued under
the Indenture are secured equally and rateably by the Indenture which
constitutes in favour of the Trustee a security interest in Collateral of the
Corporation as that term is defined in the Indenture in the manner and subject
to the limitations set forth in the Indenture.

 

This
Debenture may be redeemed at the option of the Corporation on the terms and
conditions set out in the Indenture at the redemption prices therein set
out.

 

The
principal hereof is repayable on December 15, 2004, in the manner, with the
effect and at the time set forth in the Indenture.

 

The
Indenture contains provisions for the holding of meetings of Debenture holders
and rendering resolutions passed at such meetings and instruments in writing
signed by the holders of a specified majority of the Debenture outstanding
binding upon all Debenture holders, subject to the provisions of the
Indenture.

 

This
Debenture may only be transferred, upon compliance with the conditions
prescribed in the Indenture, on the register to be kept at the offices of the
Trustee in the City of Calgary and at such other place or places, if any, and/or
by such other registrar or registrars, if any, as the Corporation with the
approval of the Trustee may designate, by the registered holder hereof or his
executors or administrators or other legal representatives or his or their
attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Trustee, and upon compliance with such reasonable
requirements as the Trustee and/or other registrar may prescribe.

 

This
Debenture shall not become obligatory for any purpose until it shall have been
certified by the Trustee under the Indenture.

 

IN
WITNESS WHEREOF Poly-Pacific International Inc. has caused its corporate seal to
be hereunto affixed and this Debenture to be signed by President of the
Corporation this 15 day of June, 2003.

 
	 	
      POLY-PACIFIC
      INTERNATIONAL INC.

	 	 	 
	 	
      per
	 
	 	 	 
	 	
      per
	 
	 	 	 
	 	
      COMPUTERSHARE
      TRUST COMPANY OF CANADA

	 	 	 
	 	
      per
	 
	 	 	 
	 	
      per
	 
	 	 	 



   








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(Form of
Trustee’s Certificate)

 

This
Debenture is one of the 10% Convertible Debenture referred to in the Indenture
within mentioned.

 
	 	
      POLY-PACIFIC
      INTERNATIONAL INC.

	 	 	 
	 	
      per
	 
	 	 	 
	 	
      per
	 
	 	 	 
	 	
      COMPUTERSHARE
      TRUST COMPANY OF CANADA

	 	 	 
	 	
      per
	 
	 	 	 
	 	
      per
	 
	 	 	 



   (Form of
Registration Panel)


 

(No
writing on this panel except

by the
Trustee or other Registrar)

 




 


	
       

      Date
      of Registration
	
       

      In
      Whose Name Registered
	
       

      Signature
      of Trustee or Other Registrar

	
       

       
	 	 
	
       

       
	 	 
	
       

       
	 	 
	
       

       
	 	 






 







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Transfer
Form

 

FOR VALUE
RECEIVED the undersigned sells, assigns and transfers unto
_____________________________________________________________________ the within
Debenture (which is in the principal amount of not less than $1,000.00) of
Poly-Pacific International Inc. and hereby irrevocably constitutes and appoints
________________________________________________________________________

________________________________________________________________________

Attorney
to transfer the said Debenture on the registers of the 10% Convertible Debenture
due December 15, 2004, of the said Corporation, with full power of substitution
in the premises.

 





	 	 	 
	(Signature of Transferor)	 	(Signature of
Guarantor)






Dated:
________________________

 

Note:

 


	
      1.
	
      THE
      SIGNATURE TO THIS TRANSFER FORM MUST CORRESPOND WITH THE NAME AS RECORDED
      ON THE DEBENTURE IN EVERY PARTICULAR WITHOUT ALTERATION, ENLARGEMENT OR
      CHANGE WHATSOEVER. THE SIGNATURE OF THE PERSON EXECUTING THIS TRANSFER
      MUST BE GUARANTEED BY A SCHEDULE A CANADIAN CHARTERED BANK, CANADIAN TRUST
      COMPANY OR A MEMBER OF A RECOGNIZED MEDALLION GUARANTEE
      PROGRAM*.




 


	
      2.
	
      WHERE
      THIS TRANSFER FORM IS EXECUTED ON BEHALF OF A CORPORATION, PARTNERSHIP OR
      ASSOCIATION, OR BY AN AGENT, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR
      ANY PERSON ACTING IN A REPRESENTATIVE CAPACITY, THE TRANSFER FORM MUST BE
      ACCOMPANIED BY SATISFACTORY EVIDENCE OF THE REPRESENTATIVE'S AUTHORITY TO
      ACT.




 


	
      *1.
	
      The
      guarantor must affix a stamp bearing the actual words: "signature
      guaranteed"





	
      2.
	
      Signature
      guarantees are not accepted from treasury branches or credit unions. Only
      Medallion signature guarantees are
acceptable





	
      3.
	
      Signature
      guarantees in the United States are accepted from members of a recognized
      Medallion signature guarantee program only.





 







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Conversion
Form

 

To: POLY-PACIFIC
INTERNATIONAL INC. and COMPUTERSHARE TRUST COMPANY OF CANADA

 

The
undersigned registered holder of the within Debenture hereby irrevocably elects
to convert the said Debenture (or $_______________________ principal amount
thereof) into Shares of Poly-Pacific International Inc. in accordance with the
terms of the Indenture referred to in said Debenture and directs that the Shares
issuable and deliverable upon the conversion be issued and delivered to the
person indicated below.

 


	
      
	
      *
	
      If
      less than the full principal amount of the within Debenture is to be
      converted, indicate in the space provided the principal amount (which must
      be a minimum of $1,000.00) to be converted.




 





	
      Dated
	 	 	 
	 	 	
      (Signature
      of Registered Holder)

	 	 	 
	 	 	 
	
      Name
	 	
      (Signature
      of Registered Holder)

	 	 	 
	 	 	
      If
      Common Shares are to be issued in the name of a person other than the
      holder, the signature must be guaranteed by a chartered bank or by a trust
      company.

	 	 
	
      Address
	 
	 	 
	 	 
	 	 	 
	
      City
      and Province
	 	 
	 	 	 
	 	 	 
	
      Postal
      Code
	 	
      (Signature
      of Guarantor)

	 	 	 
	 	 	 
	
      Fax
      No.
	 	 






(Print name in which Shares issued on conversion are
to be issued, delivered and registered.)

 

 

 







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