Exhibt 10.2

THIS  DEBENTURE  HAS BEEN ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME  EFFECTIVE WITH RESPECT THERETO OR (II)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO THE
COMPANY  TO THE  EFFECT  THAT  REGISTRATION  UNDER  THE ACT IS NOT  REQUIRED  IN
CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF ANY  APPLICABLE
STATE  SECURITIES  LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY DEBENTURE ISSUED
IN EXCHANGE FOR THIS DEBENTURE.

                        DIMENSIONAL VISIONS INCORPORATED

                            12% Convertible Debenture

$20,000.00                                                        August 3, 2001

     FOR  VALUE  RECEIVED,   Dimensional   Visions   Incorporated,   a  Delaware
corporation  (the  "Company") with its principal  executive  office at 2301 West
Dunlap Avenue, Suite 207, Phoenix,  Arizona 85021,  promises to pay to the order
of J.B. Diversified  Financial,  4331 E. Calle Redondo,  Phoenix,  Arizona 85018
(the  "Payee" or the "Holder of this  Debenture")  or  registered  assigns on or
before  February 3, 2002 (the  "Maturity  Date"),  the  principal  sum of Twenty
Thousand Dollars ($20,000.00) (the "Principal Amount"), in such coin or currency
of the United  States of America as at the time of payment shall be legal tender
for the payment of public and private debts,  together with interest  thereon at
the rate of twelve  (12%)  percent  per annum (the  "Stated  Rate"),  payable as
hereinafter set forth in cash, or at the option of the Holder of this Debenture,
in the  Company's  Common Stock as provided in SECTION 4 hereof.  Payment of the
Principal  Amount and interest shall be made at the address  designated above or
at such other place as the Payee shall have  notified  the Company in writing at
least five (5) days before such payment is due.

     Payment by the Company  pursuant to this  Debenture  shall be made  without
setoff or counterclaim and in immediately available funds.

     The  amount of all  repayments  of  principal,  interest  rates  applicable
thereto and  interest  accrued  thereon  shall be recorded on the records of the
Payee and,  prior to any transfer of, or any action to collect,  this  Debenture
shall be endorsed on this Debenture.  Any such recordation or endorsement  shall
constitute  PRIMA FACIE evidence of the accuracy of the  information so recorded
or  endorsed,  but the failure to record any such amount or rate shall not limit
or otherwise affect the obligations of the Company hereunder to make payments of
principal or interest when due. All payments by the Company  hereunder  shall be
applied first to pay any interest which is due, but unpaid ("Accrued Interest"),
then to reduce the Principal Amount.

     The Company (i) waives presentment,  demand, protest, or notice of any kind
in connection  with this Debenture and (ii) agrees,  in the event of an Event of
Default  (as  defined  in  Section  2  hereof),  to pay to the  Holder  of  this
Debenture,  on demand, all costs and expenses (including  reasonable legal fees)
incurred in connection with the enforcement and collection of this Debenture. If
the date for any payment due hereunder  would  otherwise  fall on a day which is
not a Business  Day,  such payment or  expiration  date shall be extended to the
next  following  Business  Day with  interest  payable  at the  applicable  rate
specified herein during such extension.  "Business Day" shall mean any day other
than a  Saturday,  Sunday,  or any day which  shall be in the State of Arizona a
legal holiday or a day on which banking  institutions  are  authorized by law to
close.

     1.   CONVERSION OF DEBENTURE.

          A. CONVERSION.  This Debenture is convertible, in whole or in part, at
the option of the Holder,  into shares of the Company's  common stock, par value
$.001 (the "Common  Stock") at any time prior to the repayment of this Debenture
at the rate of $0.125 per share (the  "Conversion  Price")  (i.e.,  one share of
Common  Stock  for  each  $0.125  of  principal  amount  converted)  subject  to
adjustment as hereinafter provided.

          B.  ADJUSTMENT  BASED UPON STOCK  DIVIDENDS,  COMBINATION OF SHARES OR
RECAPITALIZATION.  In the  event  that the  Company  shall at any time (i) pay a
stock  dividend,  (ii) subdivide its  outstanding  shares of Common Stock into a
greater number of shares,  (iii) combine its outstanding  shares of Common Stock
into a smaller number of shares, or (iv) issue by reclassification of its shares
of Common Stock any other special capital stock of the Company, the Holder, upon
surrender of this  Debenture  for  conversion,  shall be entitled to receive the

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number of shares of Common Stock or other  capital stock of the Company which he
would have owned or have been  entitled to receive after the happening of any of
the events described above had this Debenture been converted  immediately  prior
to the happening of such event.

          C.  ADJUSTMENT  BASED  UPON  MERGER OR  CONSOLIDATION.  In case of any
consolidation  or merger to which the Company is a party (other than a merger in
which the  Company  is the  surviving  entity  and which  does not result in any
reclassification  of or change in the outstanding  Common Stock of the Company),
or in case of any sale or conveyance to another  corporation  of the property of
the Company as an entirety or  substantially  as an  entirety,  the Holder shall
have the right to convert this  Debenture into the kind and amount of securities
and property receivable upon such consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock into which such  Debenture  might
have been converted immediately prior thereto.

          D. EXERCISE OF CONVERSION PRIVILEGE. The conversion privilege provided
for  herein  shall be  exercisable  in whole or in part by the Holder by written
notice to the Company and the surrender of this  Debenture in exchange for up to
the number of shares of Common Stock into which this  Debenture  is  convertible
based upon the Conversion  Price.  If the entire amount of this Debenture is not
so exercised, the Company shall issue a new Debenture representing the remaining
outstanding Principal Amount.

          E.  CORPORATE  STATUS  OF  SHARES  TO BE  ISSUED.  All  shares  of the
Company's Common Stock which may be issued upon the conversion of this Debenture
shall, upon issuance, be fully paid and non-assessable.

          F.  ISSUANCE  OF  STOCK  CERTIFICATE.  Upon  the  conversion  of  this
Debenture,  the Company shall in due course issue to the Holder a certificate or
certificates  representing the number of shares of its Common Stock to which the
conversion relates.

          G. STAMP TAXES,  ETC. The Company shall pay all documentary,  stamp or
other transactional taxes attributable to the issuance or delivery of the Common
Stock upon conversion of this  Debenture;  PROVIDED,  however,  that the Company
shall not be  required  to pay any taxes  which may be payable in respect of any
transfer involved in the issuance or delivery of any certificate for such Common
Stock in a name other than that of the Holder of this  Debenture and the Company
shall not be required to issue or deliver any such certificate  unless and until
the person  requesting  the issuance  thereof shall have paid to the Company the
amount of such tax or shall have established to the Company's  satisfaction that
such tax has been paid.

     2.   EVENTS OF DEFAULT

          A. The term "Event of Default"  shall mean any of the events set forth
in this SECTION 2A:

          (a)  NON-PAYMENT  OF  OBLIGATIONS.  The Company  shall  default in the
     payment of the principal or accrued  interest of this Debenture as and when
     the same shall become due and payable,  including the aforementioned 90-day
     extension, whether by acceleration or otherwise.

          (b) BANKRUPTCY, INSOLVENCY, ETC. The Company shall:

               (i) become  insolvent or  generally  fail or be unable to pay, or
          admit in writing its inability to pay, its debts as they become due;

               (ii) apply for, consent to, or acquiesce in, the appointment of a
          trustee, receiver,  sequestrator or other custodian for the Company or
          any of its property,  or make a general  assignment for the benefit of
          creditors;

               (iii) in the absence of such  application,  consent or  acquiesce
          in, permit or suffer to exist the appointment of a trustee,  receiver,
          sequestrator or other custodian for the Company or for any part of its
          property;

               (iv)  permit  or  suffer  to  exist  the   commencement   of  any
          bankruptcy,   reorganization,   debt  arrangement  or  other  case  or
          proceeding under any bankruptcy or insolvency law, or any dissolution,

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          winding up or liquidation proceeding,  in respect of the Company, and,
          if  such  case  or  proceeding  is not  commenced  by the  Company  or
          converted  to a  voluntary  case,  such  case or  proceeding  shall be
          consented  to or  acquiesced  in by the Company or shall result in the
          entry of an order for relief; or

               (v)  take  any  corporate  or  other  action  authorizing,  or in
          furtherance of, any of the foregoing.

          (c) JUDGMENTS. A judgment which, with other such outstanding judgments
     against the Company  and its  subsidiaries  (in each case to the extent not
     covered  by  insurance),  exceeds  an  aggregate  of One  Hundred  Thousand
     Dollars($100,000),  shall be rendered against the Company or any subsidiary
     and, within fifteen (15) days after entry thereof,  such judgment shall not
     have been discharged or execution thereof stayed pending appeal, or, within
     fifteen  (15) days after the  expiration  of any such stay,  such  judgment
     shall not have been discharged.

          B. ACTION IF BANKRUPTCY.  If any Event of Default described in clauses
(b)(i) through (v) of Section 2A shall occur,  the outstanding  principal amount
of this Debenture and all other obligations hereunder shall automatically be and
become immediately due and payable, without notice or demand.

          C. ACTION IF OTHER EVENT OF  DEFAULT.  If any Event of Default  (other
than any Event of Default described in clauses (b)(i) through (v) of Section 2A)
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Holder of this Debenture may, upon notice to the Company, declare all or any
portion of the  outstanding  principal  amount of this  Debenture  together with
interest accrued thereon to be due and payable and any or all other  obligations
hereunder  to be due and payable,  whereupon  the full unpaid  principal  amount
hereof,  such accrued  interest,  and any and all other such  obligations  which
shall be so declared  due and payable  shall be and become  immediately  due and
payable, without further notice, demand, or presentment.

          D. REMEDIES. Subject to the provisions of Section 2C and 3A hereof, in
case any Event of  Default  shall  occur and be  continuing,  the Holder of this
Debenture may proceed to protect and enforce its rights by a proceeding  seeking
the  specific  performance  of any  covenant  or  agreement  contained  in  this
Debenture  or the  Security  Agreement,  or in aid of the  exercise of any power
granted  in this  Debenture  or may  proceed  to  enforce  the  payment  of this
Debenture or to enforce any other legal or equitable rights as such Holder.

     3.   AMENDMENTS AND WAIVERS.

          A. WAIVERS, AMENDMENTS, ETC.

          (a) The provisions of this Debenture may from time to time be amended,
     modified  or  waived,  if such  amendment,  modification,  or  waiver is in
     writing  and  consented  to by the Company and the holders of not less than
     50%  in  principal  amount  of the  Debentures  (the  "Required  Holders");
     PROVIDED, HOWEVER, that no such amendment, modification or waiver:

               (i) which would modify this Section 3A, change the  definition of
          "Required  Holders",  extend the Maturity  Date,  or subject the Payee
          under  each  Debenture  to any  additional  obligations  shall be made
          without the consent of the Payee of each Debenture, or

               (ii) which would  reduce the amount of any payment or  prepayment
          of principal of or interest on any principal amount payable  hereunder
          (or  reduce  the  principal  amount  of or  rate of  interest  payable
          hereunder)  shall be made  without  the  consent of the Holder of each
          Debenture so affected.

          (b) No  failure  or delay on the part of the Payee in  exercising  any
     power or right under this Debenture  shall not operate as a waiver thereof,
     nor  shall  any  single  or  partial  exercise  of any such  power or right
     preclude any other or further exercise thereof or the exercise of any other
     power or right.  No notice to or demand on the  Company  in any case  shall
     entitle it to any notice or demand in  similar or other  circumstances.  No
     waiver or approval by the Payee shall, except as may be otherwise stated in
     such waiver or approval,  be  applicable  to  subsequent  transactions.  No
     waiver or approval hereunder shall require any similar or dissimilar waiver
     or approval thereafter to be granted hereunder.

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          (c) To the extent that the Company  makes a payment or payments to the
     Payee,  and such payment or payments or any part  thereof are  subsequently
     for any reason  invalidated,  set aside,  and/or required to be repaid to a
     trustee,  receiver,  or any other party under any bankruptcy  law, state or
     federal  law,  common law, or equitable  cause,  then to the extent of such
     recovery,  the  obligation  or  part  thereof  originally  intended  to  be
     satisfied,  and all  rights and  remedies  therefor,  shall be revived  and
     continued  in full force and effect as if such payment had not been made or
     such enforcement or setoff had not occurred.

          (d) After any waiver,  amendment,  or  supplement  under this  section
     becomes effective,  the Company shall mail to the Holders of the Debentures
     a copy thereof.

     4.   COMMON STOCK IN LIEU OF INTEREST.

          At the sole discretion of the Holder,  the Holder may elect to receive
one share of  Common  Stock for each  $0.125  of  interest  due to Holder on any
Interest  Payment  Date  (i.e.,  Common  Stock at the rate of $0.125  per share)
partially  or entirely in lieu of cash payment of  interest,  by  notifying  the
Company of its election to receive the Common Stock at least five (5) days prior
to any  Interest  Payment  Date.  The number of shares of Common Stock so issued
shall be subject to adjustment in accordance with SECTION 1B AND 1C hereof.

     5.   MISCELLANEOUS.

          A. PARTIES IN INTEREST. All covenants, agreements, and undertakings in
this Debenture binding upon the Company or the Payee shall bind and inure to the
benefit of the  successors  and permitted  assigns of the Company and the Payee,
respectively, whether so expressed or not.

          (a) REGISTERED  HOLDER.  The Company may consider and treat the person
     in whose name this  Debenture  shall be  registered  as the absolute  owner
     thereof for all purposes whatsoever (whether or not this Debenture shall be
     overdue)  and the  Company  shall  not be  affected  by any  notice  to the
     contrary.  In case of transfer of this  Debenture  by operation of law, the
     transferee  agrees  to  notify  the  Company  of such  transfer  and of its
     address, and to submit appropriate evidence regarding such transfer so that
     this  Debenture  may be  registered  in the  name of the  transferee.  This
     Debenture  is  transferable  only on the books of the Company by the Holder
     hereof, in person or by attorney,  on the surrender hereof,  duly endorsed.
     Communications  sent to any registered  owner shall be effective as against
     all Holders or  transferees  of the Debenture not registered at the time of
     sending the communication.

          B. GOVERNING LAW. This Debenture shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to any conflict
provisions therein.

          C.  NOTICES.  Unless  otherwise  provided,  all  notices  required  or
permitted  under  this  Debenture  shall  be in  writing  and  shall  be  deemed
effectively given (i) upon personal  delivery to the party to be notified,  (ii)
upon  confirmed  delivery  by  Federal  Express or other  nationally  recognized
courier  service  providing  next-business-day  delivery,  or  (iii)  three  (3)
business days after deposit with the United States Postal Service, by registered
or certified mail, postage prepaid and addressed to the party to be notified, in
each case at the address set forth below, or at such other address as such party
may  designate  by written  notice to the other party  (provided  that notice of
change of  address  shall be  effective  upon  receipt by the party to whom such
notice is addressed).

     If sent to Payee, notices shall be sent to the following address:

          J.B. Diversified Financial
          4331 E. Calle Redondo
          Phoenix, Arizona 85018
          EIN: 86-1030840

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<PAGE>
     If sent to the Company, notices shall be sent to the following address:

          Dimensional Visions Incorporated
          2301 West Dunlap Avenue
          Suite 207
          Phoenix, Arizona  85201
          John D. McPhilimy, President

          D. WAIVER OF JURY TRIAL.  THE PAYEE AND THE COMPANY HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF,  UNDER,  OR IN
CONNECTION WITH, THIS DEBENTURE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND
DELIVERED IN CONNECTION HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN),  OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS  PROVISION  IS A  MATERIAL  INDUCEMENT  FOR THE  PAYEE'S  EXTENDING  CREDIT
PURSUANT TO THIS DEBENTURE.

     IN WITNESS  WHEREOF,  this Debenture has been executed and delivered on the
date specified above by the duly authorized representative of the Company.


                                        DIMENSIONAL VISIONS INCORPORATED



                                        By: /s/ John D. Mcphilimy
                                            ------------------------------------
                                            John D. McPhilimy
                                            President

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