THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE, AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THIS SECURITY MAY NOT BE SOLD
OR  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  SUCH  OTHER  LAWS.

                            7 % CONVERTIBLE DEBENTURE

COMPANY:  Invicta  Group  Inc.
COMPANY  ADDRESS:  9553  Harding  Avenue,  Suite  301,  Miami  Beach,  FL  33154
CLOSING  DATE:  April  27,  2004
MATURITY  DATE:  April  27,  2006
PRINCIPAL  AMOUNT:  $300,000
FIRST  PAYMENT  DUE  DATE:  June  15,  2004

     Invicta  Group  Inc.,  a Nevada corporation, and any successor or resulting
corporation  by  way  of  merger,  consolidation,  sale  or  exchange  of all or
substantially  all  of  the  assets  or  otherwise  (the  "COMPANY"),  for value
received,  hereby  promises  to  pay  to the Holder (as such term is hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of  the  Holder,  on  the  Maturity  Date, the Principal Amount (as such term is
hereinafter  defined), as such sum may be adjusted pursuant to Article 3, and to
pay  interest thereon from the Closing Date, monthly in arrears, on the 15th day
of  each  month  (each  an  "INTEREST  PAYMENT  DUE  DATE" and collectively, the
"INTEREST  PAYMENT DUE DATES"), commencing on the First Payment Due Date, at the
rate  of  seven  and  three-quarter  percent  (7   %)  per annum (the "DEBENTURE
INTEREST  RATE"),  until the Principal Amount of this Debenture has been paid in
full.  All  interest  payable on the Principal Amount of this Debenture shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
Payment  of interest on this Debenture shall be in cash or, at the option of the
Holder,  in  shares of Common Stock of the Company valued at the then applicable
Conversion  Price (as defined herein). This Debenture may not be prepaid without
the  written  consent  of  the  Holder.

                                    ARTICLE 1
                                  DEFINITIONS

SECTION  1.1     Definitions. The terms defined in this Article whenever used in
                 -----------
this  Debenture  have  the  following  respective  meanings:

(I)  "AFFILIATE"  has  the meaning ascribed to such term in Rule 12b-2 under the
     Securities  Exchange  Act  of  1934,  as  amended.
(II) "BANKRUPTCY  CODE"  means  the  United  States  Bankruptcy Code of 1986, as
     amended  (11  U.S.C.  101  et.  seq.).
                                --   ---
(III)"BUSINESS DAY"  means a day other than Saturday, Sunday or any day on which
     banks  located  in  the  State of California are authorized or obligated to
     close.
(IV) "CAPITAL  SHARES"  means the Common Stock and any other shares of any other
     class  or  series of capital stock, whether now or hereafter authorized and
     however designated, which have the right to participate in the distribution
     of earnings and assets (upon dissolution, liquidation or winding-up) of the
     Company.
(V)  "COMMON  SHARES"  or  "COMMON  STOCK"  means shares of the Company's Common
     Stock.
(VI) "COMMON  STOCK  ISSUED  AT  CONVERSION",  when  used  with reference to the
     securities  deliverable upon conversion of this Debenture, means all Common
     Shares  now  or  hereafter Outstanding and securities of any other class or
     series  into  which  this  Debenture  hereafter  shall have been changed or
     substituted,  whether  now  or  hereafter  created  and however designated.
(VII)"CONVERSION"  or  "CONVERSION"  means the  repayment  by the Company of the
     Principal Amount of this Debenture (and, to the extent the Holder elects as
     permitted  by  Section  3.1,  accrued  and  unpaid interest thereon) by the
     delivery  of  Common  Stock  on  the  terms  provided  in  Section 3.2, and
     "CONVERT,"  "CONVERTED,"  "CONVERTIBLE"  and  like  words  shall  have  a
     corresponding  meaning.
(VIII)  "CONVERSION  DATE"  means  any  day  on  which all or any portion of the
     Principal  Amount  of  this  Debenture  is converted in accordance with the
     provisions  hereof.
(IX) "CONVERSION  NOTICE"  means a written notice of conversion substantially in
     the  form  annexed  hereto  as  Exhibit  A.
                                     ----------
(X)  "CONVERSION  PRICE" on any date of determination means the applicable price
     for  the conversion of this Debenture into Common Shares on such day as set
     forth  in  Section  3.1(a).
(XI) "CURRENT MARKET PRICE" on any date of determination means the closing price
     of  a  Common  Share  on such day as reported on the NASDAQ OTCBB Exchange;
     provided that, if such security is not listed or admitted to trading on the
     --------
     NASDAQ  OTCBB,  as  reported on the principal national security exchange or
     quotation  system on which such security is quoted or listed or admitted to
     trading, or, if not quoted or listed or admitted to trading on any national
     securities  exchange  or  quotation  system,  the closing bid price of such
     security  on the over-the-counter market on the day in question as reported
     by  Bloomberg  LP or a similar generally accepted reporting service, as the
     case  may  be.
(XII)"DEADLINE"  means  the  date  that  is  the 90th day from the Closing Date.
(XIII)  "DEBENTURE"  or  "DEBENTURES"  means  this  Convertible Debenture of the
     Company  or  such  other  convertible  debenture(s)  exchanged  therefor as
     provided  in  Section  2.1.
(XIV)"DISCOUNT  MULTIPLIER"  has  the  meaning  set  forth  in  Section  3.1(a).
(XV) "EVENT  OF  DEFAULT"  has  the  meaning  set  forth  in  Section  6.1.
(XVI)"HOLDER" means Golden  Gate  Investors, Inc., any successor thereto, or any
     Person  to  whom  this  Debenture is subsequently transferred in accordance
     with  the  provisions  hereof.
(XVII)  "INTEREST  PAYMENT  DUE  DATE"  has the meaning set forth in the opening
     paragraph  of  this  Debenture.
(XVIII)  "MARKET  DISRUPTION  EVENT"  means any event that results in a material
     suspension  or  limitation  of  trading  of  the  Common  Shares.
(XIX)  "MARKET  PRICE"  per  Common  Share  means the lowest price of the Common
     Shares  during  any  Trading  Day as reported on the NASDAQ OTCBB; provided
                                                                        --------
     that,  if  such security is not listed or admitted to trading on the NASDAQ
     OTCBB, as reported on the principal national security exchange or quotation
     system  on  which such security is quoted or listed or admitted to trading,
     or,  if  not  quoted  or  listed  or  admitted  to  trading on any national
     securities  exchange  or  quotation  system, the lowest price of the Common
     Shares during any Trading Day on the over-the-counter market as reported by
     Bloomberg LP or a similar generally accepted reporting service, as the case
     may  be.
(XX) "MAXIMUM  RATE"  has  the  meaning  set  forth  in  Section  6.4.
(XXI)"OUTSTANDING" when used with reference  to  Common Shares or Capital Shares
     (collectively,  "SHARES")  means,  on any date of determination, all issued
     and outstanding Shares, and includes all such Shares issuable in respect of
     outstanding  scrip or any certificates representing fractional interests in
     such Shares; provided, however, that any such Shares directly or indirectly
                  --------  -------
     owned or held by or for the account of the Company or any Subsidiary of the
     Company  shall  not  be  deemed  "OUTSTANDING"  for  purposes  hereof.
(XXII)  "PERSON"  means  an  individual,  a  corporation,  a  partnership,  an
     association,  a  limited  liability  company,  an  unincorporated  business
     organization,  a  trust or other entity or organization, and any government
     or  political  subdivision  or  any  agency  or  instrumentality  thereof.
(XXIII) "PRINCIPAL AMOUNT" means, for any date of calculation, the principal sum
     set forth in the first paragraph of this Debenture (but only such principal
     amount  as  to  which  the Holder has (a) actually advanced pursuant to the
     Securities  Purchase  Agreement,  and  (b)  not  theretofore  furnished  a
     Conversion  Notice  in  compliance  with  Section  3.2).
(XXIV)  "REGISTRATION  RIGHTS  AGREEMENT" means that certain Registration Rights
     Agreement  of  even date herewith by and between the Company and Holder, as
     the  same  may  be  amended  from  time  to  time.
(XXV)  "SEC"  means  the  United  States  Securities  and  Exchange  Commission.
(XXVI)  "SECURITIES  ACT"  means the Securities Act of 1933, as amended, and the
     rules  and regulations of the SEC thereunder, all as in effect at the time.
(XXVII)  "SECURITIES  PURCHASE AGREEMENT" means that certain Securities Purchase
     Agreement of even date herewith by and among the Company and Holder, as the
     same  may  be  amended  from  time  to  time.
(XXVIII)  "SUBSIDIARY"  means  any entity of which securities or other ownership
     interests  having ordinary voting power to elect a majority of the board of
     directors  or other persons performing similar functions are owned directly
     or  indirectly  by  the  Company.
(XXIX)  "TRADING  DAY"  means  any  day  on  which  (i)  purchases  and sales of
     securities  on the principal national security exchange or quotation system
     on  which  the  Common  Shares  are traded are reported thereon, or, if not
     quoted or listed or admitted to trading on any national securities exchange
     or  quotation  system,  as  reported by Bloomberg LP or a similar generally
     accepted  reporting  service, as the case may be, (ii) at least one bid for
     the  trading  of  Common  Shares is reported and (iii) no Market Disruption
     Event  occurs.

     All  references to "cash" or "$" herein means currency of the United States
of  America.

                                    ARTICLE 2
                        EXCHANGES, TRANSFER AND REPAYMENT

SECTION  2.1     Registration  of  Transfer  of Debentures. This Debenture, when
                 -----------------------------------------
presented for registration of transfer, shall (if so required by the Company) be
duly  endorsed,  or  be  accompanied by a written instrument of transfer in form
reasonably  satisfactory  to  the  Company  duly  executed,  by  the Holder duly
authorized  in  writing.

SECTION  2.2     Loss, Theft, Destruction of Debenture. Upon receipt of evidence
                 -------------------------------------
     satisfactory  to  the Company of the loss, theft, destruction or mutilation
of  this Debenture and, in the case of any such loss, theft or destruction, upon
receipt  of indemnity or security reasonably satisfactory to the Company, or, in
the  case  of  any  such  mutilation,  upon  surrender  and cancellation of this
Debenture,  the  Company  shall  make,  issue and deliver, in lieu of such lost,
stolen,  destroyed  or  mutilated  Debenture,  a new Debenture of like tenor and
unpaid Principal Amount dated as of the date hereof (which shall accrue interest
from  the most recent Interest Payment Due Date on which an interest payment was
made  in  full).  This  Debenture  shall  be  held  and  owned  upon the express
condition  that the provisions of this Section 2.2 are exclusive with respect to
the  replacement  of  a mutilated, destroyed, lost or stolen Debenture and shall
preclude  any  and  all  other  rights  and  remedies notwithstanding any law or
statute  existing  or  hereafter  enacted  to  the  contrary with respect to the
replacement  of negotiable instruments or other securities without the surrender
thereof.

SECTION  2.3     Who Deemed Absolute Owner.  The Company may deem the Person  in
                 -------------------------
whose  name  this  Debenture  shall be registered upon the registry books of the
Company  to  be,  and  may  treat  it  as,  the absolute owner of this Debenture
(whether  or  not  this Debenture shall be overdue) for the purpose of receiving
payment  of  or  on  account  of the Principal Amount of this Debenture, for the
conversion  of  this Debenture and for all other purposes, and the Company shall
not  be  affected  by  any  notice  to  the contrary. All such payments and such
conversions  shall be valid and effectual to satisfy and discharge the liability
upon  this  Debenture to the extent of the sum or sums so paid or the conversion
or  conversions  so  made.

SECTION  2.4     Repayment at Maturity.  At the Maturity Date, the Company shall
                 ---------------------
repay  the  outstanding  Principal  Amount  of  this Debenture in whole in cash,
together  with all accrued and unpaid interest thereon, in cash, to the Maturity
Date.

                                    ARTICLE 3
                            CONVERSION OF DEBENTURE

SECTION  3.1     Conversion;  Conversion  Price;  Valuation  Event.
                 -------------------------------------------------
(a)  At  the  option  of  the Holder, this Debenture may be converted, either in
     whole  or in part, up to the full Principal Amount hereof (in increments of
     $1,000  in Principal Amount) into Common Shares (calculated as to each such
     conversion to the nearest 1/100th of a share), at any time and from time to
     time  on  any  Business  Day,  subject  to compliance with Section 3.2. The
     number of Common Shares into which this Debenture may be converted is equal
     to the dollar amount of the Debenture being converted multiplied by eleven,
     minus  the  product  of  the  Conversion  Price multiplied by ten times the
     dollar  amount  of  the Debenture being converted, and the entire foregoing
     result  shall  be divided by the Conversion Price. In addition, the Company
     shall  pay  to  the Holder on the Conversion Date, in cash, any accrued and
     unpaid interest on the Debenture being converted not included at the option
     of  the  Holder  in  clause  (i) of the immediately preceding sentence. The
     "CONVERSION  PRICE"  shall  be  equal  to  the lesser of (i) $0.25, or (ii)
     eighty percent (80%) of the average of the 3 lowest Volume Weighted Average
     Prices  during  the  twenty (20) Trading Days prior to Holder's election to
     convert  (a  "DISCOUNT  MULTIPLIER");  provided,  that  in  the
                                            --------
     event the Registration Statement has not been declared effective by the SEC
     by  the  Deadline  or,  if  the Registration Statement has theretofore been
     declared  effective  but  is  not thereafter effective, then the applicable
     Discount Multiplier shall decrease by three percentage points (3%) for each
     month  or  partial month occurring after the Deadline that the Registration
     Statement  is  not  effective.

     Beginning in the first full calendar month after the Registration Statement
     is  declared  effective, Holder shall convert at least 5%, but no more than
     15%  (such  15%  maximum amount to be cumulative from the Deadline), of the
     face  value  of  the Debenture per calendar month into Common Shares of the
     Company,  provided  that  the  Common  Shares are available, registered and
     freely  tradable.  If Holder converts more than 5% of the face value of the
     Debenture  in  any  calendar  month,  the  excess over 5% shall be credited
     against the next month's minimum conversion amount. The 15% monthly maximum
     amount  shall  not  be applicable if the Current Market Price of the Common
     Stock  at  anytime  during  the applicable month is higher than the Current
     Market  Price  of the Common Stock on the Closing Date. In the event Holder
     does  not  convert  at least 5% of the Debenture in any particular calendar
     month,  Holder  shall  not be entitled to collect interest on the Debenture
     for  that  month  if  the  Company  gives Holder written notice, at least 5
     business days prior to the end of the month, of Holder's failure to convert
     the  minimum  required  amount  for  that  month.

     If  the Holder elects to convert a portion of the Debenture and, on the day
     that  the  election  is  made,  the  Volume Weighted Average Price is below
     $0.10,  the  Company  shall  have  the  right to prepay that portion of the
     Debenture  that  Holder  elected  to  convert,  plus any accrued and unpaid
     interest,  at  150% of such amount. In the event that the Company elects to
     prepay  that  portion  of  the  Debenture,  Holder  shall have the right to
     withdraw its Conversion Notice. If, at anytime during the month, the Volume
     Weighted  Average  Price  is  below $0.10, Holder shall not be obligated to
     convert  any  portion  of  the  Debenture  during  that  month.

(b)  Notwithstanding  the  provisions  of  Section  3.1(a),  in  the  event  the
     Company's  Registration  Statement  has  not been declared effective by the
     Deadline  or,  if  the Registration Statement has theretofore been declared
     effective but is not thereafter effective, the following will also apply in
     addition  to  any  damages  incurred  by  the  Holder  as a result thereof:

     (i)     The  Holder  may  demand repayment of one hundred and fifty percent
(150%)  of  the Principal Amount of the Debenture, together with all accrued and
unpaid  interest  thereon,  in  cash,  at  any  time  prior  to  the  Company's
Registration  Statement being declared effective by the SEC or during the period
that the Company's Registration Statement is not effective, such repayment to be
made  within  three  (3)  business  days  of such demand.  In the event that the
Debenture  is  so  accelerated,  in addition to the repayment of one hundred and
fifty  percent  (150%) of the Principal Amount together with accrued interest as
aforesaid,  the  Company shall immediately issue and pay, as the case may be, to
the  Holder  50,000  Shares of Common Stock and $15,000 for each thirty (30) day
period,  or  portion  thereof,  during  which  the  Principal  Amount, including
interest thereon, remains unpaid, with the monthly payment amount to increase to
$20,000  for  each  thirty  (30) day period, or portion thereof, after the first
ninety  (90)  day  period;

     (ii)    If  the  Holder  does  not  elect to accelerate the Debenture,  the
Company  shall  immediately  issue  or pay, as the case may be, to Holder 50,000
Shares  of  Common Stock and $15,000 for each thirty (30) day period, or portion
thereof,  that  the  Registration  Statement  is not effective, with the monthly
payment  amount  to  increase  to  $20,000  for  each thirty (30) day period, or
portion  thereof,  after  the  first  ninety  (90)  day  period.

     (iii)   If  the  SEC  indicates that the Company's  Registration  Statement
will  be  declared  effective  upon request by the Company, and the Company does
not, within 3 business days of the SEC indication, request that the Registration
Statement  become effective, the amounts set forth in subsections (ii) and (iii)
above  shall  double.

SECTION  3.2     Exercise  of  Conversion  Privilege.  (a)  Conversion  of  this
                 -----------------------------------
Debenture  may  be exercised on any Business Day by the Holder by telecopying an
executed  and  completed  Conversion Notice to the Company. Each date on which a
Conversion Notice is telecopied to the Company in accordance with the provisions
of  this  Section  3.2  shall  constitute  a  Conversion Date. The Company shall
convert  this  Debenture  and issue the Common Stock Issued at Conversion in the
manner  provided  below  in  this  Section  3.2, and all voting and other rights
associated  with  the  beneficial  ownership  of  the  Common  Stock  Issued  at
Conversion  shall  vest  with the Holder, effective as of the Conversion Date at
the  time  specified  in the Conversion Notice. The Conversion Notice also shall
state  the  name  or names (with addresses) of the persons who are to become the
holders  of  the  Common  Stock  Issued  at  Conversion  in connection with such
conversion.  As  promptly  as  practicable  after  the receipt of the Conversion
Notice  as  aforesaid,  but  in  any event not more than three (3) Business Days
after  the  Company's  receipt  of such Conversion Notice, the Company shall (i)
issue the Common Stock Issued at Conversion in accordance with the provisions of
this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or
if  a  Registration  Statement  covering  the  Common  Stock  has  been declared
effective  by  the  SEC  cause to be electronically transferred, to Holder (x) a
certificate  or certificate(s) representing the number of Common Shares to which
the  Holder  is  entitled by virtue of such conversion, (y) cash, as provided in
Section  3.3, in respect of any fraction of a Common Share deliverable upon such
conversion  and  (z) cash or shares of Common Stock, as applicable, representing
the amount of accrued and unpaid interest on this Debenture as of the Conversion
Date. Such conversion shall be deemed to have been effected at the time at which
the  Conversion  Notice  indicates, and at such time the rights of the Holder of
this  Debenture,  as such (except if and to the extent that any Principal Amount
thereof  remains  unconverted),  shall cease and the Person and Persons in whose
name  or  names the Common Stock Issued at Conversion shall be issuable shall be
deemed  to  have  become  the  holder  or holders of record of the Common Shares
represented  thereby,  and  all  voting  and  other  rights  associated with the
beneficial  ownership  of  such  Common Shares shall at such time vest with such
Person or Persons. The Conversion Notice shall constitute a contract between the
Holder  and the Company, whereby the Holder shall be deemed to subscribe for the
number  of  Common  Shares  which  it  will  be  entitled  to  receive upon such
conversion  and,  in  payment and satisfaction of such subscription (and for any
cash  adjustment  to which it is entitled pursuant to Section 3.4), to surrender
this  Debenture and to release the Company from all liability thereon (except if
and  to  the  extent  that any Principal Amount thereof remains unconverted). No
cash  payment  aggregating  less than $1.00 shall be required to be given unless
specifically  requested  by  the  Holder.

(b)  If,  at  any  time  after  the  date  of  this  Debenture,  (i) the Company
     challenges, disputes or denies the right of the Holder hereof to effect the
     conversion  of  this Debenture into Common Shares or otherwise dishonors or
     rejects any Conversion Notice delivered in accordance with this Section 3.2
     or  (ii)  any third party who is not and has never been an Affiliate of the
     Holder  commences  any lawsuit or legal proceeding or otherwise asserts any
     claim  before  any court or public or governmental authority which seeks to
     challenge,  deny,  enjoin, limit, modify, delay or dispute the right of the
     Holder  hereof  to  effect  the  conversion  of  this Debenture into Common
     Shares,  then  the  Holder  shall  have the right, by written notice to the
     Company,  to require the Company to promptly redeem this Debenture for cash
     at  one  hundred and fifty (150%) of the Principal Amount thereof, together
     with  all  accrued  and  unpaid interest thereon to the date of redemption.
     Under  any  of  the  circumstances  set  forth  above, the Company shall be
     responsible  for  the  payment  of  all  costs  and expenses of the Holder,
     including  reasonable  legal  fees  and  expenses,  as and when incurred in
     defending  itself  in  any such action or pursuing its rights hereunder (in
     addition  to  any  other  rights  of  the  Holder).

(c)  The  Holder  shall  be  entitled  to  exercise  its  conversion  privilege
     notwithstanding  the commencement of any case under the Bankruptcy Code. In
     the  event  the  Company is a debtor under the Bankruptcy Code, the Company
     hereby  waives  to the fullest extent permitted any rights to relief it may
     have  under  11 U.S.C. 362 in respect of the Holder's conversion privilege.
     The  Company  hereby  waives  to the fullest extent permitted any rights to
     relief it may have under 11 U.S.C. 362 in respect of the conversion of this
     Debenture.  The  Company  agrees, without cost or expense to the Holder, to
     take  or consent to any and all action necessary to effectuate relief under
     11  U.S.C.  362.

SECTION  3.3     Fractional  Shares.  No  fractional  Common  Shares  or  scrip
                 ------------------
representing fractional Common Shares shall be delivered upon conversion of this
     Debenture.  Instead  of  any fractional Common Shares which otherwise would
be  delivered  upon  conversion  of this Debenture, the Company shall pay a cash
adjustment  in  respect of such fraction in an amount equal to the same fraction
multiplied  by the Current Market Price on the Conversion Date.  No cash payment
of  less  than $1.00 shall be required to be given unless specifically requested
by  the  Holder.

SECTION  3.4     Adjustments.  The  Conversion  Price  and  the number of shares
                 -----------
deliverable  upon  conversion  of  this Debenture are subject to adjustment from
time  to  time  as  follows:

(i)     Reclassification,  Etc.  In  case  the  Company  shall  reorganize  its
        ----------------------
capital, reclassify its capital stock, consolidate or merge with or into another
     Person (where the Company is not the survivor or where there is a change in
or  distribution with respect to the Common Stock of the Company), sell, convey,
transfer  or  otherwise dispose of all or substantially all its property, assets
or  business to another Person, or effectuate a transaction or series of related
transactions  in  which more than fifty percent (50%) of the voting power of the
Company is disposed of (each, a "FUNDAMENTAL CORPORATE CHANGE") and, pursuant to
the  terms  of  such Fundamental Corporate Change, shares of common stock of the
successor  or  acquiring  corporation,  or  any  cash,  shares of stock or other
securities  or  property  of  any nature whatsoever (including warrants or other
subscription  or  purchase  rights) in addition to or in lieu of common stock of
the  successor or acquiring corporation ("OTHER PROPERTY") are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder of
this  Debenture  shall  have  the  right  thereafter, at its sole option, to (x)
require  the  Company to prepay this Debenture for cash at one hundred and fifty
percent  (150%)  of  the Principal Amount thereof, together with all accrued and
unpaid  interest  thereon  to  the date of prepayment, (y) receive the number of
shares  of  common  stock  of  the  successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property as is receivable
upon  or  as  a  result  of such Fundamental Corporate Change by a holder of the
number  of  shares  of  Common  Stock into which the outstanding portion of this
Debenture  may be converted at the Conversion Price applicable immediately prior
to  such  Fundamental  Corporate  Change  or  (z)  require  the Company, or such
successor,  resulting or purchasing corporation, as the case may be, to, without
benefit  of  any  additional  consideration therefor, execute and deliver to the
Holder  a  debenture  with  substantial  identical  rights,  privileges, powers,
restrictions  and other terms as this Debenture in an amount equal to the amount
outstanding under this Debenture immediately prior to such Fundamental Corporate
Change.  For  purposes  hereof,  "COMMON  STOCK  OF  THE  SUCCESSOR OR ACQUIRING
CORPORATION"  shall  include stock of such corporation of any class which is not
preferred  as  to  dividends  or  assets  over  any other class of stock of such
corporation  and  which  is not subject to prepayment and shall also include any
evidences  of  indebtedness,  shares  of  stock  or  other  securities which are
convertible  into or exchangeable for any such stock, either immediately or upon
the  arrival  of  a specified date or the happening of a specified event and any
warrants  or  other  rights  to  subscribe  for or purchase any such stock.  The
foregoing  provisions  shall similarly apply to successive Fundamental Corporate
Changes.

SECTION  3.5     Certain  Conversion  Limits.
                 ---------------------------
     Notwithstanding anything herein to the contrary, if and to the extent that,
on  any  date,  the  holding by the Holder of this Debenture would result in the
Holder's  being  deemed  the  beneficial  owner  of  more than 4.99% of the then
Outstanding  shares  of  Common Stock, then the Holder shall not have the right,
and  the  Company  shall not have the obligation, to convert any portion of this
Debenture  as  shall cause such Holder to be deemed the beneficial owner of more
than  4.99%  of  the  then  Outstanding shares of Common Stock.  If any court of
competent  jurisdiction  shall  determine  that  the  foregoing  limitation  is
ineffective  to  prevent a Holder from being deemed the beneficial owner of more
than  4.99%  of  the  then  Outstanding shares of Common Stock, then the Company
shall prepay such portion of this Debenture as shall cause such Holder not to be
deemed the beneficial owner of more than 4.99% of the then Outstanding shares of
Common Stock.  Upon such determination by a court of competent jurisdiction, the
Holder  shall have no interest in or rights under such portion of the Debenture.
Any and all interest paid on or prior to the date of such determination shall be
deemed  interest  paid  on  the  remaining portion of this Debenture held by the
Holder.  Such  prepayment shall be for cash at a prepayment price of one hundred
and  fifty  percent  (150%)  of  the Principal Amount thereof, together with all
accrued  and  unpaid  interest  thereon  to  the  date  of  prepayment.

SECTION  3.6     Surrender of Debentures.  Upon any redemption of this Debenture
                 -----------------------
pursuant  to Sections 3.2, 3.5 or 6.2, or upon maturity pursuant to Section 2.4,
the  Holder  shall  either  deliver this Debenture by hand to the Company at its
principal executive offices or surrender the same to the Company at such address
by  nationally  recognized overnight courier. Payment of the redemption price or
the  amount  due  on  maturity  specified  in  Section 2.4, shall be made by the
Company  to  the  Holder  against receipt of this Debenture (as provided in this
Section  3.5) by wire transfer of immediately available funds to such account(s)
as the Holder shall specify by written notice to the Company. If payment of such
redemption  price  is not made in full by the redemption date, or the amount due
on  maturity  is  not  paid in full by the Maturity Date, the Holder shall again
have  the  right to convert this Debenture as provided in Article 3 hereof or to
declare  an  Event  of  Default.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

SECTION  4.1     Status of Debenture.  This Debenture constitutes a legal, valid
                 -------------------
and  binding obligation of the Company, enforceable in accordance with its terms
subject, as to enforceability, to general principles of equity and to principles
of  bankruptcy,  insolvency,  reorganization  and  other similar laws of general
applicability relating to or affecting creditors' rights and remedies generally.

SECTION  4.2     Restrictions on Transfer. This Debenture, and any Common Shares
                 ------------------------
deliverable  upon  the  conversion  hereof,  have  not been registered under the
Securities  Act.  The  Holder  by  accepting  this  Debenture  agrees  that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and  until  (i)  the  Company has received the opinion of counsel for the Holder
that  this  Debenture  or  such shares may be sold pursuant to an exemption from
registration  under the Securities Act or (ii) a registration statement relating
to  this  Debenture  or  such  shares has been filed by the Company and declared
effective  by  the  SEC.

     Each  certificate  for  shares  of Common Stock deliverable hereunder shall
bear  a  legend  as  follows  unless  and  until  such securities have been sold
pursuant  to  an  effective  registration  statement  under  the Securities Act:
"The  securities  represented by this certificate have not been registered under
the  Securities  Act of 1933, as amended (the "Securities Act").  The securities
may  not  be offered for sale, sold or otherwise transferred except (i) pursuant
to an effective registration statement under the Securities Act or (ii) pursuant
to  an  exemption from registration under the Securities Act in respect of which
the  issuer  of this certificate has received an opinion of counsel satisfactory
to  the  issuer  of  this  certificate  to such effect.  Copies of the agreement
covering  both the purchase of the securities and restrictions on their transfer
may  be  obtained  at no cost by written request made by the holder of record of
this  certificate  to  the  Secretary  of  the issuer of this certificate at the
principal  executive  offices  of  the  issuer  of  this  certificate."

                                    ARTICLE 5
                                    COVENANTS

SECTION  5.1     Conversion.  The  Company  shall  cause the transfer agent, not
                 ----------
later  than  three (3) Business Days after the Company's receipt of a Conversion
Notice,  to issue and deliver to the Holder the requisite shares of Common Stock
Issued  at  Conversion.  Such  delivery  shall  be  by  electronic transfer if a
Registration  Statement covering the Common Stock has been declared effective by
the  SEC.

SECTION  5.2     Notice  of  Default.  If  any  one  or  more events occur which
                 -------------------
constitute  or  which,  with notice, lapse of time, or both, would constitute an
Event  of  Default,  the  Company  shall  forthwith  give  notice to the Holder,
specifying the nature and status of the Event of Default or such other event(s),
as  the  case  may  be.

SECTION  5.3     Payment of Obligations.  So  long  as  this  Debenture shall be
                 ----------------------
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all  its  respective  material  obligations  and liabilities, including, without
limitation,  tax  liabilities,  except  where  the same may be contested in good
faith  by  appropriate  proceedings.

SECTION  5.4     Compliance  with  Laws.  So  long  as  this  Debenture shall be
                 ----------------------
outstanding,  the  Company  shall  comply  with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except for such
     noncompliance  which  would  not  have  a  material  adverse  effect on the
business,  properties,  prospects, condition (financial or otherwise) or results
of  operations  of  the  Company  and  the  Subsidiaries.

SECTION  5.5     Inspection  of  Property,  Books  and Records.  So long as this
                 ---------------------------------------------
Debenture  shall  be  outstanding, the Company shall keep proper books of record
and  account  in  which  full,  true  and  correct  entries shall be made of all
material  dealings  and  transactions in relation to its business and activities
and  shall permit representatives of the Holder at the Holder's expense to visit
and inspect any of its respective properties, to examine and make abstracts from
     any of its respective books and records, not reasonably deemed confidential
by  the  Company,  and  to discuss its respective affairs, finances and accounts
with  its  respective  officers  and independent public accountants, all at such
reasonable  times  and  as  often  as  may  reasonably  be  desired.

SECTION  5.6     Right of First Refusal on Other Financing.  In  the event  that
                 -----------------------------------------
the  Company  obtains any other financing (either debt, equity, or a combination
thereof)  which  is  to close during the term of this Debenture, Holder shall be
entitled  to  a  right  of  first  refusal  to enable it to, at Holder's option,
either:  (i)  match  the  terms  of  the other financing, or (ii) add additional
principal  to this Debenture, in the amount of such other financing, on the same
terms  and conditions as this Debenture. The Company shall deliver to Holder, at
least  10  days  prior to the proposed closing date of such transaction, written
notice  describing  the proposed transaction, including the terms and conditions
thereof,  and  providing  Holder  an  option  during the 10 day period following
delivery  of  such  notice to either provide the financing being offered in such
transaction  on  the  same  terms as contemplated by such transaction, or to add
additional  principal  to this Debenture, in the amount of such other financing,
on  the  same  terms  and  conditions  as  this  Debenture.

                                    ARTICLE 6
                          EVENTS OF DEFAULT; REMEDIES

SECTION  6.1     Events  of  Default.  "EVENT  OF  DEFAULT" wherever used herein
                 -------------------
means  any  one  of  the  following  events:

(i)  the  Company  shall  default  in the payment of principal of or interest on
     this  Debenture  as  and when the same shall be due and payable and, in the
     case  of  an interest payment default, such default shall continue for five
     (5)  Business  Days  after  the  date such interest payment was due, or the
     Company  shall  fail  to  perform or observe any other covenant, agreement,
     term,  provision,  undertaking  or  commitment  under  this  Debenture, the
     Conversion  Warrants (as defined in the Securities Purchase Agreement), the
     Securities Purchase Agreement or the Registration Rights Agreement and such
     default  shall  continue  for  a period of ten (10) Business Days after the
     delivery  to  the  Company of written notice that the Company is in default
     hereunder  or  thereunder;
(ii) any of the representations or warranties made by the Company herein, in the
     Securities  Purchase Agreement, the Registration Rights Agreement or in any
     certificate  or  financial  or  other  written  statements  heretofore  or
     hereafter  furnished  by or on behalf of the Company in connection with the
     execution  and  delivery  of  this  Debenture, the Warrants, the Securities
     Purchase  Agreement  or the Registration Rights Agreement shall be false or
     misleading  in  a  material  respect  on  the  Closing  Date;
(iii)under  the laws  of  any jurisdiction not otherwise covered by clauses (iv)
     and  (v)  below,  the  Company  or  any Subsidiary (A) becomes insolvent or
     generally  not  able  to  pay  its  debts as they become due, (B) admits in
     writing  its  inability  to  pay  its  debts  generally  or makes a general
     assignment  for  the benefit of creditors, (C) institutes or has instituted
     against  it  any  proceeding  seeking  (x)  to  adjudicate it a bankrupt or
     insolvent,  (y)  liquidation,  winding-up,  reorganization,  arrangement,
     adjustment,  protection, relief or composition of it or its debts under any
     law relating to bankruptcy, insolvency, reorganization or relief of debtors
     including  any  plan  of  compromise  or  arrangement  or  other  corporate
     proceeding  involving  or  affecting  its  creditors or (z) the entry of an
     order for relief or the appointment of a receiver, trustee or other similar
     person for it or for any substantial part of its properties and assets, and
     in  the case of any such official proceeding instituted against it (but not
     instituted  by  it),  either the proceeding remains undismissed or unstayed
     for  a  period of sixty (60) calendar days, or any of the actions sought in
     such  proceeding  (including the entry of an order for relief against it or
     the appointment of a receiver, trustee, custodian or other similar official
     for  it or for any substantial part of its properties and assets) occurs or
     (D)  takes  any  corporate  action  to  authorize any of the above actions;
(iv) the  entry  of  a  decree  or  order  by a court having jurisdiction in the
     premises  adjudging  the Company or any Subsidiary a bankrupt or insolvent,
     or  approving  as  properly  filed  a  petition  seeking  reorganization,
     arrangement,  adjustment  or  composition  of  or in respect of the Company
     under  the Bankruptcy Code or any other applicable Federal or state law, or
     appointing  a  receiver,  liquidator, assignee, trustee or sequestrator (or
     other  similar  official)  of the Company or of any substantial part of its
     property, or ordering the winding-up or liquidation of its affairs, and any
     such  decree  or order continues and is unstayed and in effect for a period
     of  sixty  (60)  calendar  days;
(v)  the  institution  by  the  Company  or  any Subsidiary of proceedings to be
     adjudicated  a  bankrupt  or  insolvent,  or  the  consent  by  it  to  the
     institution  of  bankruptcy  or  insolvency  proceedings against it, or the
     filing  by  it of a petition or answer or consent seeking reorganization or
     relief  under  the Bankruptcy Code or any other applicable federal or state
     law,  or  the  consent  by  it to the filing of any such petition or to the
     appointment  of  a  receiver, liquidator, assignee, trustee or sequestrator
     (or  other  similar  official) of the Company or of any substantial part of
     its  property,  or  the  making  by  it of an assignment for the benefit of
     creditors,  or  the  admission by it in writing of its inability to pay its
     debts  generally  as  and  when they become due, or the taking of corporate
     action  by  the  Company  in  furtherance  of  any  such  action;
(vi) a  final  judgment  or  final judgments for the payment of money shall have
     been  entered  by any court or courts of competent jurisdiction against the
     Company and remains undischarged for a period (during which execution shall
     be  effectively  stayed)  of  thirty (30) days, provided that the aggregate
                                                     --------
     amount  of  all  such  judgments at any time outstanding (to the extent not
     paid  or to be paid, as evidenced by a written communication to that effect
     from  the  applicable  insurer,  by insurance) exceeds One Hundred Thousand
     Dollars  ($100,000);
(vii)  it  becomes  unlawful  for  the  Company  to  perform  or comply with its
     obligations  under  this  Debenture, the Conversion Warrant, the Securities
     Purchase  Agreement  or  the  Registration Rights Agreement in any respect;
(viii)  the  Common Shares shall be delisted from the NASDAQ OTCBB (the "TRADING
     MARKET"  or,  to the extent the Company becomes eligible to list its Common
     Stock  on  any  other  national security exchange or quotation system, upon
     official  notice of listing on any such exchange or system, as the case may
     be,  it  shall  be  the  "TRADING MARKET") or suspended from trading on the
     Trading  Market,  and  shall not be reinstated, relisted or such suspension
     lifted,  as  the  case  may  be,  within  five  (5)  days  or;
(ix) the Company shall default (giving effect to any applicable grace period) in
     the  payment of principal or interest as and when the same shall become due
     and  payable,  under any indebtedness, individually or in the aggregate, of
     more  than  One  Hundred  Thousand  Dollars  ($100,000);

SECTION  6.2     Acceleration of Maturity; Rescission and Annulment. If an Event
                 --------------------------------------------------
of Default occurs and is continuing, then and in every such case the Holder may,
by a notice in writing to the Company, rescind any outstanding Conversion Notice
and declare that all amounts owing or otherwise outstanding under this Debenture
are  immediately  due  and  payable and upon any such declaration this Debenture
shall  become  immediately due and payable in cash at a price of one hundred and
fifty  percent (150%) of the Principal Amount thereof, together with all accrued
and  unpaid  interest  thereon to the date of payment; provided, however, in the
                                                       --------
case  of  any Event of Default described in clauses (iii), (iv), (v) or (vii) of
Section  6.1, such amount automatically shall become immediately due and payable
without  the  necessity  of  any  notice  or  declaration  as  aforesaid.

SECTION  6.3     Late  Payment  Penalty.  If  any portion of the principal of or
                 ----------------------
interest  on this Debenture shall not be paid within ten (10) days of when it is
due,  the  Discount  Multiplier  under  this  Debenture,  and under all warrants
granted  by  the  Company  to the Holder, shall decrease by one percentage point
(1%)  for  all  conversions  of this Debenture and warrant exercises thereafter.

SECTION  6.4     Maximum  Interest  Rate.  Notwithstanding  anything  herein  to
                 -----------------------
the contrary, if at any time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or  received  by  the Holder in accordance with any applicable law (the "MAXIMUM
RATE"),  the  rate  of interest applicable to this Debenture shall be limited to
the  Maximum  Rate.  To  the greatest extent permitted under applicable law, the
Company  hereby  waives and agrees not to allege or claim that any provisions of
this  Note  could give rise to or result in any actual or potential violation of
any  applicable  usury  laws.

SECTION  6.5     Remedies Not Waived.  No course  of dealing between the Company
                 -------------------
and  the Holder or any delay in exercising any rights hereunder shall operate as
a  waiver  by  the  Holder.

SECTION  6.6     Remedies.  The Company acknowledges that a breach by it  of its
                 --------
obligations  hereunder  will  cause irreparable harm to the Holder, by vitiating
the  intent and purpose of the transaction contemplated hereby. Accordingly, the
Company  acknowledges  that  the  remedy  at law for a breach of its obligations
under  this Debenture will be inadequate and agrees, in the event of a breach or
threatened  breach  by the Company of the provisions of this Debenture, that the
Holder  shall  be  entitled to all other available remedies at law or in equity,
and  in  addition  to  the  penalties  assessable  herein,  to  an injunction or
injunctions  restraining,  preventing or curing any breach of this Debenture and
to  enforce specifically the terms and provisions thereof, without the necessity
of  showing economic loss and without any bond or other security being required.

SECTION  6.7     Payment of Certain Amounts. Whenever pursuant to this Debenture
                 --------------------------
the  Company is required to pay an amount in excess of the Principal Amount plus
accrued  and  unpaid  interest, the Company and the Holder agree that the actual
damages  to the Holder from the receipt of cash payment on this Debenture may be
difficult  to  determine  and the amount to be so paid by the Company represents
stipulated damages and not a penalty and is intended to compensate the Holder in
part  for loss of the opportunity to convert this Debenture and to earn a return
from  the  sale  of  shares  of  Common  Stock  acquired upon conversion of this
Debenture  at  a  price in excess of that price paid for such shares pursuant to
this  Debenture.  The  Company  and  the Holder hereby agree that such amount of
stipulated  damages  is  not disproportionate to the possible loss to the Holder
from  the  receipt  of  a  cash  payment without the opportunity to convert this
Debenture  into  shares  of  Common  Stock.

                                    ARTICLE 7
                                  MISCELLANEOUS

SECTION  7.1     Notice of Certain Events.  In the case of the occurrence of any
                 ------------------------
event  described in Section 3.4 of this Debenture, the Company shall cause to be
mailed  to the Holder of this Debenture at its last address as it appears in the
Company's  security  registry, at least twenty (20) days prior to the applicable
record,  effective  or expiration date hereinafter specified (or, if such twenty
(20)  days'  notice  is not possible, at the earliest possible date prior to any
such  record,  effective  or  expiration  date), a notice thereof, including, if
applicable, a statement of (y) the date on which a record is to be taken for the
purpose  of such dividend, distribution, issuance or granting of rights, options
or warrants, or if a record is not to be taken, the date as of which the holders
of  record  of  Common  Stock  to  be  entitled  to such dividend, distribution,
issuance  or granting of rights, options or warrants are to be determined or (z)
the  date on which such reclassification, consolidation, merger, sale, transfer,
dissolution,  liquidation or winding-up is expected to become effective, and the
date  as  of which it is expected that holders of record of Common Stock will be
entitled  to  exchange  their  shares  for  securities,  cash  or other property
deliverable  upon  such  reclassification, consolidation, merger, sale transfer,
dissolution,  liquidation  or  winding-up.

SECTION  7.2     Register.  The  Company  shall  keep  at its principal office a
                 --------
register  in  which  the  Company  shall  provide  for  the registration of this
Debenture.  Upon  any  transfer  of this Debenture in accordance with Articles 2
and  4  hereof,  the  Company  shall  register  such  transfer  on the Debenture
register.

SECTION  7.3     Withholding.  To  the  extent  required  by applicable law, the
                 -----------
Company may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over  the  Company  from  any  payments  made  pursuant  to  this  Debenture.

SECTION  7.4     Transmittal of Notices.  Except  as  may  be otherwise provided
                 ----------------------
herein,  any  notice  or  other  communication or delivery required or permitted
hereunder  shall  be  in  writing  and shall be delivered personally, or sent by
telecopier  machine or by a nationally recognized overnight courier service, and
shall  be deemed given when so delivered personally, or by telecopier machine or
overnight  courier  service  as  follows:

(1)     if  to  the  Company,  to:

     Invicta Group Inc.
     9553 Harding Avenue, Suite 301
     Miami, Florida 33154
     Telephone:     305-866-6525
     Facsimile:


(2)     if to the Holder, to:

Golden Gate Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, California 92037
Telephone:     858-551-8789
Facsimile:     858-551-8779

Each  of  the  Holder  or the Company may change the foregoing address by notice
given  pursuant  to  this  Section  7.4.

SECTION  7.5     Attorneys' Fees. Should any party hereto employ an attorney for
                 ----------------
the  purpose of enforcing or construing this Debenture, or any judgment based on
this  Debenture,  in  any  legal  proceeding  whatsoever,  including insolvency,
bankruptcy,  arbitration, declaratory relief or other litigation, the prevailing
party  shall  be  entitled  to  receive  from the other party or parties thereto
reimbursement  for  all  reasonable  attorneys'  fees  and all reasonable costs,
including  but  not  limited to service of process, filing fees, court and court
reporter  costs,  investigative  costs, expert witness fees, and the cost of any
bonds,  whether taxable or not, and that such reimbursement shall be included in
any  judgment  or  final order issued in that proceeding. The "prevailing party"
means  the  party  determined  by  the  court  to  most  nearly  prevail and not
necessarily  the  one  in  whose  favor  a  judgment  is  rendered.

SECTION  7.6     Governing  Law.  This  Debenture  shall  be  governed  by,  and
                 --------------
construed  in  accordance  with,  the  laws  of the State of California (without
giving effect to conflicts of laws principles). With respect to any suit, action
or  proceedings  relating  to this Debenture, the Company irrevocably submits to
the  exclusive  jurisdiction of the courts of the State of California sitting in
San  Diego and the United States District Court located in the City of San Diego
and  hereby waives, to the fullest extent permitted by applicable law, any claim
that  any  such  suit,  action or proceeding has been brought in an inconvenient
forum. Subject to applicable law, the Company agrees that final judgment against
it  in  any  legal  action  or  proceeding  arising  out  of or relating to this
Debenture  shall  be  conclusive  and  may be enforced in any other jurisdiction
within or outside the United States by suit on the judgment, a certified copy of
which  judgment  shall  be  conclusive  evidence  thereof  and the amount of its
indebtedness,  or  by  such  other  means  provided  by  law.

SECTION  7.7      Waiver  of Jury Trial. To the fullest extent permitted by law,
                  ---------------------
each  of  the  parties  hereto  hereby  knowingly, voluntarily and intentionally
waives  its  respective  rights  to a jury trial of any claim or cause of action
based  upon  or  arising  out  of  this  Debenture  or any other document or any
dealings between them relating to the subject matter of this Debenture and other
documents.  Each  party  hereto  (i)  certifies that neither of their respective
representatives,  agents  or  attorneys has represented, expressly or otherwise,
that  such  party  would  not,  in  the event of litigation, seek to enforce the
foregoing  waivers  and (ii) acknowledges that it has been induced to enter into
this  Debenture  by,  among  other things, the mutual waivers and certifications
herein.

SECTION  7.8     Headings.  The  headings  of  the Articles and Sections of this
                 --------
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

SECTION  7.9     Payment Dates.  Whenever any  payment  hereunder  shall  be due
                 -------------
on  a  day  other  than  a  Business Day, such payment shall be made on the next
succeeding  Business  Day.

SECTION 7.10     Binding Effect.  Each Holder by accepting this Debenture agrees
                 --------------
to  be  bound  by  and  comply  with the terms and provisions of this Debenture.

SECTION 7.11     No  Stockholder  Rights.  Except as otherwise provided herein,
                 -----------------------
this  Debenture  shall  not  entitle  the  Holder  to  any  of  the  rights of a
stockholder of the Company, including, without limitation, the right to vote, to
receive  dividends  and  other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and  to  the extent converted into shares of Common Stock in accordance with the
terms  hereof.

SECTION 7.12     Facsimile  Execution.    Facsimile  execution  shall  be deemed
                 --------------------
originals.

     IN  WITNESS  WHEREOF, the Company has caused this Debenture to be signed by
its  duly  authorized  officer on the date of this Debenture. Invicta Group Inc.


By:

Title:  _____________________________________


<PAGE>

                                    EXHIBIT A
                          DEBENTURE CONVERSION NOTICE
                          ---------------------------

TO:  Invicta  Group  Inc.


     The  undersigned  owner  of  this Convertible Debenture due April ___, 2006
(the  "DEBENTURE")  issued  by  Invicta  Group  Inc.  (the  "COMPANY")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Debenture  into  shares  of  Common  Stock  in  accordance with the terms of the
Debenture.  The  undersigned hereby instructs the Company to convert the portion
of  the  Debenture  specified  above  into  shares  of  Common  Stock  Issued at
Conversion in accordance with the provisions of Article 3 of the Debenture.  The
undersigned  directs that the Common Stock and certificates therefor deliverable
upon  conversion,  the  Debenture  reissued  in  the  Principal Amount not being
surrendered  for  conversion  hereby,  [the  check  or shares of Common Stock in
payment  of the accrued and unpaid interest thereon to the date of this Notice,]
together with any check in payment for fractional Common Stock, be registered in
the name of and/or delivered to the undersigned unless a different name has been
indicated  below.  All  capitalized  terms  used and not defined herein have the
respective  meanings assigned to them in the Debenture.  The conversion pursuant
hereto  shall  be  deemed  to  have been effected at the date and time specified
below,  and  at  such  time  the  rights  of  the undersigned as a Holder of the
Principal  Amount of the Debenture set forth above shall cease and the Person or
Persons  in  whose  name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby  and all voting and other rights associated
with the beneficial ownership of such Common Shares shall at such time vest with
such  Person  or  Persons.


Date  and  time:  __________________

____________________________________

By:     ____________________________
Title:  ____________________________


Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):
____________________________________

____________________________________

____________________________________