sec document




                                                                   Exhibit 10.14


                                                         DATED: NOVEMBER 9, 2005

         NEITHER THIS DEBENTURE NOR THE SECURITIES  INTO WHICH THIS DEBENTURE IS
         CONVERTIBLE  HAVE BEEN  REGISTERED  WITH THE  SECURITIES  AND  EXCHANGE
         COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. MEP-4                                                             $2,579,925

                              ENCLAVES GROUP, INC.

               AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE

                              DUE JANUARY 15, 2007

         This  Amended  and  Restated   Secured   Convertible   Debenture   (the
"DEBENTURE")  is issued on  November  9, 2005 by  ENCLAVES  GROUP,  INC.  (f/k/a
Alliance Towers,  Inc.), a Delaware  corporation (the "OBLIGOR"),  to MONTGOMERY
EQUITY  PARTNERS,  LTD.  (the  "HOLDER"),  pursuant to that  certain  Securities
Purchase Agreement (the "SECURITIES PURCHASE AGREEMENT") dated December 28, 2004
by and among Enclaves Group, Inc. ("ENCLAVES") and the Buyers listed on Schedule
I attached  thereto,  including  the  Holder.  Enclaves  issued to the Holder on
December  28,  2004 a secured  debenture  in the amount of Seven  Hundred  Fifty
Thousand  Dollars  ($750,000)  (the "DECEMBER 2004  Debenture"),  on January 13,
2005, a secured debenture in the amount of One Million Dollars ($1,000,000) (the
"JANUARY  2005  DEBENTURE"),  and on May 16,  2005,  a secured  debenture in the
amount of Three  Million Seven  Hundred  Eighty One Thousand One Hundred  Thirty
Dollars ($3,781,130) (the "MAY 2005 DEBENTURE"), reflecting the consolidation of
the December 2004  Debenture and the January 2005 Debenture  (including  accrued
interest  through May 16,  2005) plus  additional  new funding in the  principal
amount of Two  Million  Dollars  ($2,000,000)  (collectively  referred to as the
"PRIOR DEBENTURES"). The Holder assigned the amount of One Million Seven Hundred
Thousand  Dollars  ($1,750,000) of the Prior Debentures to Highgate House Funds,
Ltd.  pursuant to the Assignment  Agreement dated August 12, 2005 (the "HIGHGATE
ASSIGNMENT").  Enclaves was subsequently acquired by the Obligor (f/k/a Alliance
Towers, Inc., a Florida corporation) on April 27, 2005 (the "ACQUISITION").  The
obligations of Enclaves under the  Securities  Purchase  Agreement and the Prior
Debentures  issued  thereto  have been  assumed by the  Obligor  pursuant to the
Assignment  and  Assumption  Agreement  dated as of July 1, 2005, by and between
Enclaves and the Obligor and  acknowledged by the Holder.  In addition,  Cornell
Capital Partners,  LP ("CORNELL"),  assigned to the Holder on April 30, 2005 the
convertible  debentures issued by Alliance Towers,  Inc.  ("ALLIANCE") under the
Securities  Purchase  Agreement  dated May 25, 2004 between Cornell and Alliance

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(the "ALLIANCE DEBENTURES").  This Debenture is being re-issued to the Holder to
(i) amend and restate the May 2005 Debenture to reflect the Highgate  Assignment
and accrued  and unpaid  interest  to the date  hereof  ($109,393.79  as and for
interest on the principal  amount of $3,781,130 from May 16, 2005 through August
12, 2005 and  $58,520.55  as and for  interest  from August 12, 2005 through the
date hereof on the principal  amount of  $2,000,000),  (ii) to  consolidate  the
assignment of the Alliance Debentures in the amount of Four Hundred One Thousand
Four Hundred  Four  Dollars  ($401,404)  (representing  $375,000 of  outstanding
principal for the Alliance Debentures and $26,404 of accrued and unpaid interest
through the date hereof,  and (iii) to reflect  liquidated damages in the amount
of $120,000,  for a total principal sum of Two Million Five Hundred Seventy Nine
Thousand Nine Hundred Twenty Five Dollars ($2,579,925).

         FOR VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or
its successors and assigns the principal sum of Two Million Five Hundred Seventy
Nine  Thousand  Nine Hundred  Twenty Five Dollars  ($2,579,925),  together  with
accrued but unpaid interest on the following terms:

         PAYMENTS.  Interest on the outstanding  principal  balance hereof shall
begin to accrue from the date hereof and shall be due and  payable  monthly,  in
arrears, as set forth below (each, an "INTEREST PAYMENT DATE").  Principal shall
be due and payable in 12 equal  installments  of $214,993.75  each, plus accrued
interest and a redemption  premium equal to 12%  ("REDEMPTION  PREMIUM") of each
such  installment or the highest rate permitted by applicable law, if lower. The
installments of principal shall be due and payable  commencing January 15, 2006,
and  subsequent  installments  shall be due and payable on the  fifteenth day of
each calendar month thereafter  ("PRINCIPAL PAYMENT DATE") until the outstanding
principal balance is paid in full; however, all amounts of outstanding principal
shall be paid in full no later than January 15, 2007 (the "MATURITY DATE").  All
payments  in  respect  of the  indebtedness  evidenced  hereby  shall be made in
collected funds, and shall be applied to principal, accrued interest and charges
and expenses  owing under or in connection  with this Debenture in such order as
the Holder  elects,  except that payments  shall be applied to accrued  interest
before principal. Notwithstanding the foregoing, this Debenture shall become due
and immediately  payable,  including all accrued but unpaid  interest,  upon the
closing of a Funding  Event (as  defined in SECTION 4 hereof) or  pursuant to an
Event of Default (as defined in SECTION 2 hereof).

         INTEREST.  Interest shall accrue on the outstanding  principal  balance
hereof at an annual rate equal to 12%. Interest shall be calculated on the basis
of a 360-day year and the actual number of days elapsed, to the extent permitted
by applicable law. Interest hereunder will be paid to the Holder or its assignee
(as  defined in SECTION 4) in whose name this  Debenture  is  registered  on the
records of the Obligor  regarding  registration and transfers of Debentures (the
"DEBENTURE REGISTER").

         RIGHT OF  REDEMPTION.  The Obligor at its option  shall have the right,
with three (3) business days advance written notice,  to redeem a portion or all
amounts  outstanding  under this  Debenture  prior to the  Maturity  Date or any
Principal  Payment  date.  The  Redemption  Premium  shall apply to all payments
whether on, before, or after any Principal Payment Date.

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         So long as any portion of this  Debenture is  outstanding,  the Obligor
shall not redeem this  Debenture  with the  proceeds of the Amended and Restated
Standby Equity  Distribution  Agreement  between the Company and Cornell Capital
Partners, LP. of even date herewith.

         SECURITY  AGREEMENT.  This Debenture is secured by a Security Agreement
(the "SECURITY  AGREEMENT")  dated December 28, 2004 between the Obligor and the
Holder.  In addition,  this  Debenture is secured by the mortgages  given to the
Holder for the North Fort Myers,  Florida  and  Mesquite  and Fort Worth,  Texas
properties as more fully  described in the Securities  Purchase  Agreement dated
December 28, 2004.

         CONSENT OF HOLDER TO SELL CAPITAL  STOCK OR GRANT  SECURITY  INTERESTS.
Prior to the  Obligor's  Common Stock being listed on the  Principal  Market (as
defined in the Standby Equity  Distribution  Agreement dated December 28, 2004),
the Obligor shall not issue shares of Common Stock or Preferred  Stock except as
provided  by the  merger and share  exchange  with  Alliance  Towers,  Inc.  and
described in the Obligor's 8-K filing dated may 2, 2005, or otherwise  permitted
herein or under the Securities  Purchase  Agreement.  Once the Obligor's  Common
Stock is listed on the  Principal  Market,  so long as any of the  principal  or
interest on this  Debenture  remains unpaid and  unconverted,  the Obligor shall
not,  without  the prior  consent of the  Holder,  issue or sell (i) any capital
stock without  consideration or for a consideration per share less than its fair
market value determined  immediately  prior to its issuance,  (ii) issue or sell
any preferred stock, warrant,  option, right, contract,  call, or other security
or  instrument  granting  the holder  thereof the right to acquire  Common Stock
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value or the preferred  stock's  conversion price determined
immediately  prior to its  issuance,  (iii) enter into any  security  instrument
granting  the holder a security  interest  in any of the assets of the  Obligor,
except for any security  instrument  granting the holder a security  interest in
any and all assets of the Obligor in connection  with permanent or  construction
financing obtained for the development of any real property, or for any security
instruments of a non-material  nature or entered into in the ordinary  course of
business,  provided  that in each case the Obligor gives the Holder prior notice
of such security interest, or (iv) file any registration statement on Form S-8.

         This Debenture is subject to the following additional provisions:

         SECTION  1.       This Debenture is exchangeable for an equal aggregate
principal  amount  of  Debentures  of  different  authorized  denominations,  as
requested by the Holder  surrendering  the same. No service  charge will be made
for such registration of transfer or exchange.

         SECTION 2.        EVENTS OF DEFAULT.

         (a)      An "EVENT OF DEFAULT",  wherever used herein, means any one of
the following  events  (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

                  (i)      Any  default  in the  payment  of the  principal  of,
interest on or other charges in respect of this Debenture,  free of any claim of
subordination,  as and when the same shall become due and payable (whether on an

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installment,  a Principal  Payment Date, an Interest  Payment Date, a Conversion
Date or the Maturity Date or by acceleration or otherwise);

                  (ii)     The  Obligor  shall fail to  observe  or perform  any
other  covenant,  agreement or warranty  contained  in, or otherwise  commit any
breach or default of any provision of this  Debenture  (except as may be covered
by SECTION 2(A)(I) hereof) or any Transaction Document (as defined in SECTION 4)
which is not cured with in the time prescribed;

                  (iii)    The Obligor or any  subsidiary  of the Obligor  shall
commence,  or there shall be commenced  against the Obligor or any subsidiary of
the  Obligor  under  any  applicable  bankruptcy  or  insolvency  laws as now or
hereafter in effect or any successor  thereto,  or the Obligor or any subsidiary
of  the  Obligor  commences  any  other  proceeding  under  any  reorganization,
arrangement,  adjustment of debt, relief of debtors, dissolution,  insolvency or
liquidation  or similar  law of any  jurisdiction  whether now or  hereafter  in
effect  relating  to the  Obligor or any  subsidiary  of the Obligor or there is
commenced  against  the  Obligor  or any  subsidiary  of the  Obligor  any  such
bankruptcy,  insolvency  or other  proceeding  which remains  undismissed  for a
period  of 61  days;  or  the  Obligor  or any  subsidiary  of  the  Obligor  is
adjudicated  insolvent  or  bankrupt;  or any  order of  relief  or other  order
approving  any  such  case or  proceeding  is  entered;  or the  Obligor  or any
subsidiary of the Obligor suffers any  appointment of any custodian,  private or
court  appointed  receiver  or the  like for it or any  substantial  part of its
property which continues undischarged or unstayed for a period of sixty one (61)
days; or the Obligor or any subsidiary of the Obligor makes a general assignment
for the benefit of  creditors;  or the Obligor or any  subsidiary of the Obligor
shall fail to pay,  or shall  state that it is unable to pay, or shall be unable
to pay, its debts generally as they become due; or the Obligor or any subsidiary
of the Obligor shall call a meeting of its creditors  with a view to arranging a
composition,  adjustment or  restructuring  of its debts;  or the Obligor or any
subsidiary of the Obligor shall by any act or failure to act expressly  indicate
its consent to,  approval of or  acquiescence  in any of the  foregoing;  or any
corporate  or other  action is taken by the  Obligor  or any  subsidiary  of the
Obligor for the purpose of effecting any of the foregoing;

                  (iv)     The Obligor or any  subsidiary  of the Obligor  shall
default in any of its obligations  under any other Debenture,  including but not
limited to the Amended and Restated  Secured  Debenture issued by the Obligor to
Cornell Capital Partners, LP of even date herewith, the Secured Debenture issued
by the Obligor to Highgate  House  Funds,  Ltd.  of even date  herewith,  or any
mortgage,  credit agreement or other facility,  indenture  agreement,  factoring
agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced  any  indebtedness  for borrowed  money or money due
under any long term  leasing  or  factoring  arrangement  of the  Obligor or any
subsidiary  of  the  Obligor  in an  amount  exceeding  $100,000,  whether  such
indebtedness  now exists or shall  hereafter be created and such  default  shall
result in such indebtedness  becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable;

                  (v)      The Common Stock shall cease to be quoted for trading
or listed for trading on the Nasdaq OTC Bulletin Board ("OTC"),  Nasdaq SmallCap
Market, New York Stock Exchange,  American Stock Exchange or the Nasdaq National
Market (each, a "SUBSEQUENT MARKET") and shall not again be quoted or listed for
trading thereon within five (5) Trading Days of such delisting;

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                  (vi)     The Obligor or any subsidiary of the Obligor shall be
a party to any Change of Control Transaction (as defined in SECTION 4);

                  (vii)    The Obligor shall fail to file the Underlying  Shares
Registration Statement (as defined in SECTION 4) with the Commission (as defined
in SECTION 4), or the Underlying  Shares  Registration  Statement shall not have
been declared effective by the Commission,  in each case within the time periods
set forth in the Amended and Restated Investor  Registration Rights Agreement of
even date herewith between the Obligor and the Holder;

                  (viii)   If  the   effectiveness  of  the  Underlying   Shares
Registration  Statement  lapses  for  any  reason  or the  Holder  shall  not be
permitted to resell the shares of Common Stock  underlying  this Debenture under
the Underlying Shares Registration Statement, in either case, for more than five
(5)  consecutive  Trading Days or an aggregate of eight Trading Days (which need
not be consecutive Trading Days);

                  (ix)     The  Obligor  shall  fail for any  reason to  deliver
Common Stock certificates to a Holder prior to the fifth (5th) Trading Day after
a Conversion  Date or the Obligor shall provide notice to the Holder,  including
by way of public announcement,  at any time, of its intention not to comply with
requests for conversions of this Debenture in accordance with the terms hereof;

                  (x)      The Obligor  shall fail for any reason to deliver the
payment in cash pursuant to a Buy-In (as defined  herein)  within three (3) days
after notice is claimed delivered hereunder;

                  (xi)     A  material  breach of the  Guaranty  Agreement  with
Homes for America Holdings, Inc. dated December 28, 2004;

                  (xii)    A  material  breach  of the  mortgages  given  to the
Holder for the Fort Myers,  Florida and Mesquite,  Texas properties or any other
mortgage given by the Obligor to the Holder before or after the date hereof;

                  (xiii)   A material  breach by the Obligor of its  obligations
under the Securities  Purchase  Agreement and the Escrow  Agreement,  both dated
December 28, 2004, the Amended and Restated Security Agreement,  the Amended and
Restated   Investor   Registration   Rights   Agreement,   the  Transfer   Agent
Instructions, or any other agreement entered into on the date hereof between the
Obligor and the Holder  which is not cured by the  Obligor  within ten (10) days
after receipt of written notice thereof; or

         (b)      During  the  time  that  any  portion  of  this  Debenture  is
outstanding,  if any Event of Default has occurred, the full principal amount of
this  Debenture,  together  with  interest  and other  amounts  owing in respect
thereof,  to the date of  acceleration  shall become at the  Holder's  election,
immediately due and payable in cash,  PROVIDED  HOWEVER,  the Holder may request
(but shall have no  obligation  to  request)  payment of such  amounts in Common
Stock of the Obligor.  If an Event of Default  occurs and remains  uncured,  the
Conversion  Price shall be reduced to ninety  percent  (90 %) of the  Conversion
Price defined herein.  In addition to any other remedies,  the Holder shall have
the right (but not the  obligation)  to convert this Debenture at any time after
(x) an Event of Default or (y) the Maturity  Date at the  Conversion  Price then
in-effect.  The  Holder  need not  provide  and the  Obligor  hereby  waives any

                                       5


presentment,  demand,  protest or other  notice of any kind,  and the Holder may
immediately  and without  expiration of any grace period  enforce any and all of
its rights and remedies  hereunder and all other remedies  available to it under
applicable law. Such  declaration may be rescinded and annulled by Holder at any
time prior to payment  hereunder.  No such  rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.  Upon an
Event of Default,  notwithstanding  any other provision of this Debenture or any
Transaction  Document,  the Holder  shall have no  obligation  to comply with or
adhere to any  limitations,  if any, on the  conversion of this Debenture or the
sale of the Underlying Shares.

         SECTION 3.        CONVERSION.

         (a)      (i)      CONVERSION AT OPTION OF HOLDER.

                           (A)      This  Debenture  shall be  convertible  into
shares of Common  Stock at the option of the Holder,  in whole or in part at any
time and from time to time, after the Original Issue Date (as defined in Section
4) (subject  to the  limitations  on  conversion  set forth in SECTION  3(A)(II)
hereof).  The  number  of  shares of Common  Stock  issuable  upon a  conversion
hereunder  equals  the sum of (i) the  quotient  obtained  by  dividing  (x) the
outstanding amount of this Debenture to be converted by (y) the Conversion Price
(as  defined in  SECTION  3(C)(I)).  The  Obligor  shall  deliver  Common  Stock
certificates  to the  Holder  prior  to the  Fifth  (5th)  Trading  Day  after a
Conversion Date.

                           (B)      Notwithstanding  anything  to  the  contrary
contained  herein, if on any Conversion Date: (1) the number of shares of Common
Stock at the time authorized,  unissued and unreserved for all purposes, or held
as treasury stock,  is  insufficient to pay principal and interest  hereunder in
shares of Common Stock; (2) the Common Stock is not listed or quoted for trading
on the OTC or on a  Subsequent  Market;  (3) the  Obligor  has  failed to timely
satisfy its conversion; or (4) the issuance of such shares of Common Stock would
result in a violation of SECTION  3(A)(II),  then,  at the option of the Holder,
the Obligor,  in lieu of delivering  shares of Common Stock  pursuant to SECTION
3(A)(I)(A),  shall  deliver,  within three (3) Trading  Days of each  applicable
Conversion  Date,  an amount in cash  equal to the  product  of the  outstanding
principal  amount to be converted  plus any interest due therein  divided by the
Conversion  Price and multiplied by the highest  closing price of the stock from
date of the conversion notice till the date that such cash payment is made.

         Further,  if the  Obligor  shall  not  have  delivered  any cash due in
respect of conversion of this Debenture or as payment of interest thereon by the
fifth (5th) Trading Day after the Conversion  Date, the Holder may, by notice to
the Obligor,  require the Obligor to issue  shares of Common  Stock  pursuant to
SECTION  3(C),  except that for such  purpose the  Conversion  Price  applicable
thereto shall be the lesser of the Conversion  Price on the Conversion  Date and
the Conversion Price on the date of such Holder demand.  Any such shares will be
subject to the provisions of this Section.

                           (C)      The  Holder  shall  effect   conversions  by
delivering  to the Obligor a  completed  notice in the form  attached  hereto as
Exhibit A (a  "CONVERSION  NOTICE").  The date on which a  Conversion  Notice is
delivered is the  "CONVERSION  DATE." Unless the Holder is converting the entire
principal amount

                                       6


outstanding  under this  Debenture,  the Holder is not  required  to  physically
surrender  this  Debenture  to the  Obligor  in  order  to  effect  conversions.
Conversions  hereunder  shall  have  the  effect  of  lowering  the  outstanding
principal  amount of this Debenture plus all accrued and unpaid interest thereon
in an amount  equal to the  applicable  conversion.  The Holder and the  Obligor
shall maintain  records showing the principal  amount  converted and the date of
such conversions. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and determinative in the absence of manifest error.

                  (ii)     CERTAIN CONVERSION RESTRICTIONS.

                           (A)      A Holder may not convert  this  Debenture or
receive  shares of Common  Stock as payment of interest  hereunder to the extent
such conversion or receipt of such interest  payment would result in the Holder,
together  with any  affiliate  thereof,  beneficially  owning (as  determined in
accordance  with Section  13(d) of the  Exchange  Act and the rules  promulgated
thereunder)  in  excess of 4.9% of the then  issued  and  outstanding  shares of
Common  Stock,  including  shares  issuable upon  conversion  of, and payment of
interest  on, this  Debenture  held by such  Holder  after  application  of this
Section.  Since the Holder  will not be  obligated  to report to the Obligor the
number  of  shares  of  Common  Stock it may  hold at the  time of a  conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock
without regard to any other shares which may be beneficially owned by the Holder
or an affiliate  thereof,  the Holder shall have the authority and obligation to
determine  whether the  restriction  contained  in this  Section  will limit any
particular  conversion  hereunder  and to the extent that the Holder  determines
that the limitation  contained in this Section  applies,  the  determination  of
which portion of the principal amount of this Debenture is convertible  shall be
the  responsibility  and obligation of the Holder. If the Holder has delivered a
Conversion Notice for a principal amount of this Debenture that,  without regard
to any other  shares that the Holder or its  affiliates  may  beneficially  own,
would result in the issuance in excess of the permitted  amount  hereunder,  the
Obligor shall notify the Holder of this fact and shall honor the  conversion for
the maximum  principal  amount permitted to be converted on such Conversion Date
in  accordance  with the periods  described  in SECTION  3(A)(I)(A)  and, at the
option of the Holder, either retain any principal amount tendered for conversion
in excess of the permitted  amount  hereunder for future  conversions  or return
such excess principal  amount to the Holder.  The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 65 days  prior  notice to the  Obligor.  Other  Holders  shall be
unaffected by any such waiver.

                           (B)      The Holder may not convert this Debenture at
any time  after  receipt  of an  Advance  Notice or during  the  Pricing  Period
applicable to such Advance Notice,  as such terms are defined in the Amended and
Restated  Standby  Equity  Distribution  Agreement of even date  herewith by and
between the Obligor and Cornell Capital Partners, LP.

         (b)      (i)      Nothing herein shall limit a Holder's right to pursue
actual  damages or declare an Event of Default  pursuant to SECTION 2 herein for
the  Obligor 's failure to deliver  certificates  representing  shares of Common
Stock upon conversion  within the period  specified herein and such Holder shall
have the  right to  pursue  all  remedies  available  to it at law or in  equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive relief, in each case without the need to post a bond or provide other
security.  The  exercise of any such rights  shall not  prohibit the Holder from

                                       7


seeking  to  enforce  damages  pursuant  to any  other  Section  hereof or under
applicable law.

                  (ii)     In  addition  to any other  rights  available  to the
Holder,  if the  Obligor  fails to  deliver to the Holder  such  certificate  or
certificates  pursuant to SECTION  3(A)(I)(A) by the fifth Trading Day after the
Conversion  Date, and if after such fifth (5th) Trading Day the Holder purchases
(in an open  market  transaction  or  otherwise)  Common  Stock  to  deliver  in
satisfaction of a sale by such Holder of the Underlying  Shares which the Holder
anticipated receiving upon such conversion (a "BUY-IN"),  then the Obligor shall
(A) pay in cash to the Holder  (in  addition  to any  remedies  available  to or
elected by the Holder) the amount by which (x) the Holder's total purchase price
(including  brokerage  commissions,  if any) for the Common  Stock so  purchased
exceeds (y) the product of (1) the  aggregate  number of shares of Common  Stock
that such Holder  anticipated  receiving from the conversion at issue multiplied
by (2) the market  price of the Common Stock at the time of the sale giving rise
to such purchase obligation and (B) at the option of the Holder,  either reissue
a  Debenture  in the  principal  amount  equal to the  principal  amount  of the
attempted  conversion  or  deliver  to the Holder the number of shares of Common
Stock that  would have been  issued had the  Obligor  timely  complied  with its
delivery  requirements  under  SECTION  3(A)(I)(A).  For example,  if the Holder
purchases  Common  Stock  having a total  purchase  price of  $11,000 to cover a
Buy-In with respect to an attempted  conversion  of  Debentures  with respect to
which the market price of the Underlying  Shares on the date of conversion was a
total of $10,000 under clause (A) of the  immediately  preceding  sentence,  the
Obligor shall be required to pay the Holder $1,000. The Holder shall provide the
Obligor  written notice  indicating the amounts payable to the Holder in respect
of the Buy-In.

         (c)      (i)      The  conversion  price  (the  "CONVERSION  PRICE") in
effect on any Conversion  Date shall be equal to one hundred  percent (100 %) of
the average  closing bid price of the Common Stock,  as quoted by Bloomberg,  LP
for the five (5) trading days immediately preceding the filing of the Underlying
Shares Registration  Statement,  which conversion price may be adjusted pursuant
to the other terms of this Debenture.

                  (ii)     If the Obligor,  at any time while this  Debenture is
outstanding,  shall (a) pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Common  Stock or any  other  equity or equity
equivalent   securities  payable  in  shares  of  Common  Stock,  (b)  subdivide
outstanding  shares of Common Stock into a larger number of shares,  (c) combine
(including  by way of reverse  stock split)  outstanding  shares of Common Stock
into a smaller number of shares, or (d) issue by  reclassification  of shares of
the Common Stock any shares of capital stock of the Obligor, then the Conversion
Price  shall be  multiplied  by a fraction of which the  numerator  shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator  shall be the number of shares of
Common Stock  outstanding after such event. Any adjustment made pursuant to this
Section  shall  become  effective  immediately  after  the  record  date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

                  (iii)    If the Obligor,  at any time while this  Debenture is
outstanding,  shall issue  rights,  options or warrants to all holders of Common
Stock (and not to the Holder) entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the  Conversion  Price,  then the

                                       8


Conversion  Price shall be  multiplied by a fraction,  of which the  denominator
shall be the number of shares of the Common Stock (excluding treasury shares, if
any)  outstanding  on the date of issuance of such rights or warrants  (plus the
number  of  additional  shares of  Common  Stock  offered  for  subscription  or
purchase),  and of which  the  numerator  shall be the  number  of shares of the
Common Stock  (excluding  treasury  shares,  if any)  outstanding on the date of
issuance  of such  rights or  warrants,  plus the  number  of  shares  which the
aggregate offering price of the total number of shares so offered would purchase
at the Conversion  Price.  Such adjustment shall be made whenever such rights or
warrants are issued,  and shall become  effective  immediately  after the record
date for the  determination  of  stockholders  entitled to receive  such rights,
options or warrants.  However,  upon the expiration of any such right, option or
warrant to purchase shares of the Common Stock the issuance of which resulted in
an  adjustment in the  Conversion  Price  pursuant to this Section,  if any such
right,  option or warrant  shall expire and shall not have been  exercised,  the
Conversion  Price shall  immediately  upon such  expiration  be  recomputed  and
effective  immediately  upon such  expiration be increased to the price which it
would have been (but  reflecting any other  adjustments in the Conversion  Price
made  pursuant to the  provisions  of this  Section  after the  issuance of such
rights or warrants)  had the  adjustment of the  Conversion  Price made upon the
issuance of such rights,  options or warrants been made on the basis of offering
for  subscription  or purchase  only that  number of shares of the Common  Stock
actually  purchased  upon the  exercise  of such  rights,  options  or  warrants
actually exercised.

                  (iv)     If  the  Obligor  or  any  subsidiary   thereof,   as
applicable, at any time while this Debenture is outstanding,  shall issue shares
of Common Stock or rights,  warrants,  options or other  securities or debt that
are convertible  into or exchangeable  for shares of Common Stock ("COMMON STOCK
EQUIVALENTS") entitling any Person to acquire shares of Common Stock, at a price
per share less than the  Conversion  Price (if the holder of the Common Stock or
Common Stock  Equivalent  so issued  shall at any time,  whether by operation of
purchase price adjustments, reset provisions,  floating conversion,  exercise or
exchange  prices or otherwise,  or due to warrants,  options or rights per share
which is issued in connection with such issuance,  be entitled to receive shares
of Common  Stock at a price per share which is less than the  Conversion  Price,
such  issuance  shall be deemed to have  occurred  for less than the  Conversion
Price),  then, at the sole option of the Holder,  the Conversion  Price shall be
adjusted to mirror the  conversion,  exchange or purchase  price for such Common
Stock or Common Stock  Equivalents  (including any reset provisions  thereof) at
issue.  Such adjustment shall be made whenever such Common Stock or Common Stock
Equivalents are issued. The Obligor shall notify the Holder in writing, no later
than one (1) business day  following  the issuance of any Common Stock or Common
Stock  Equivalent  subject to this Section,  indicating  therein the  applicable
issuance price, or of applicable reset price,  exchange price,  conversion price
and other pricing  terms.  No  adjustment  under this Section shall be made as a
result of issuances and exercises of options to purchase  shares of Common Stock
issued for compensatory  purposes  pursuant to any of the Obligor's stock option
or stock purchase plans.

                  (v)      If the Obligor,  at any time while this  Debenture is
outstanding,  shall  distribute  to all holders of Common  Stock (and not to the
Holder)  evidences  of its  indebtedness  or assets or  rights  or  warrants  to
subscribe  for or purchase any security,  then in each such case the  Conversion
Price  at  which  this  Debenture  shall  thereafter  be  convertible  shall  be
determined by multiplying the Conversion  Price in effect  immediately  prior to
the record date fixed for determination of stockholders entitled to receive such

                                       9


distribution  by a fraction  of which the  denominator  shall be the Closing Bid
Price  determined  as of the  record  date  mentioned  above,  and of which  the
numerator shall be such Closing Bid Price on such record date less the then fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one  outstanding  share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a  statement  provided to the Holder of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

                  (vi)     In case of any  reclassification  of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is converted
into  other  securities,  cash or  property,  the  Holder  shall  have the right
thereafter to, at its option, (A) convert the then outstanding principal amount,
together  with all accrued but unpaid  interest and any other amounts then owing
hereunder  in  respect  of this  Debenture  into the  shares  of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
the Common Stock  following such  reclassification  or share  exchange,  and the
Holder of this  Debenture  shall be  entitled  upon such event to  receive  such
amount of securities,  cash or property as the shares of the Common Stock of the
Obligor into which the then  outstanding  principal  amount,  together  with all
accrued  but unpaid  interest  and any other  amounts  then owing  hereunder  in
respect of this Debenture  could have been converted  immediately  prior to such
reclassification or share exchange would have been entitled,  or (B) require the
Obligor to prepay the outstanding  principal amount of this Debenture,  plus all
interest and other amounts due and payable thereon.  The entire prepayment price
shall  be paid in cash.  This  provision  shall  similarly  apply to  successive
reclassifications or share exchanges.

                  (vii)    The  Obligor  shall  maintain a share  reserve of not
less than 500% of the shares of Common Stock  issuable  upon  conversion of this
Debenture;  and within  three (3)  Business  Days  following  the receipt by the
Obligor of a Holder's  notice that such minimum  number of Underlying  Shares is
not so reserved,  the Obligor  shall  promptly  reserve a  sufficient  number of
shares of Common Stock to comply with such requirement.

                  (viii)   All  calculations  under  this  SECTION  3  shall  be
rounded up to the nearest $0.001 of a share.

                  (ix)     Whenever  the  Conversion  is  adjusted  pursuant  to
SECTION 3 hereof, the Obligor shall promptly mail to the Holder a notice setting
forth the  Conversion  Price after such  adjustment  and  setting  forth a brief
statement of the facts requiring such adjustment.

                  (x)      If (A) the Obligor  shall  declare a dividend (or any
other distribution) on the Common Stock; (B) the Obligor shall declare a special
nonrecurring  cash  dividend on or a  redemption  of the Common  Stock;  (C) the
Obligor  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any  rights;  (D) the  approval of any  stockholders  of the Obligor
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Obligor  is a party,  any sale or

                                       10


transfer  of all or  substantially  all of the  assets  of the  Obligor,  of any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (E) the Obligor shall authorize the voluntary
or  involuntary  dissolution,  liquidation  or winding up of the  affairs of the
Obligor;  then, in each case, the Obligor shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Debenture,  and shall
cause to be mailed to the Holder at its last address as it shall appear upon the
stock books of the  Obligor,  at least  twenty (20)  calendar  days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected that holders of the Common Stock
of record  shall be entitled to exchange  their  shares of the Common  Stock for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange,  provided,  that the
failure to mail such  notice or any defect  therein  or in the  mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such  notice.  The Holder is entitled to convert  this  Debenture  during the
20-day calendar period  commencing the date of such notice to the effective date
of the event triggering such notice.

                  (xi)     In case of any (1)  merger  or  consolidation  of the
Obligor or any  subsidiary  of the Obligor with or into another  Person,  or (2)
sale by the Obligor or any  subsidiary  of the Obligor of more than  one-half of
the assets of the Obligor in one or a series of related  transactions,  a Holder
shall have the right to (A) exercise any rights under SECTION 2(B),  (B) convert
the aggregate amount of this Debenture then outstanding into the shares of stock
and other securities,  cash and property receivable upon or deemed to be held by
holders of Common Stock following such merger,  consolidation  or sale, and such
Holder shall be entitled upon such event or series of related  events to receive
such amount of securities,  cash and property as the shares of Common Stock into
which  such  aggregate  principal  amount  of this  Debenture  could  have  been
converted  immediately  prior to such merger,  consolidation or sales would have
been  entitled,  or (C) in the case of a merger or  consolidation,  require  the
surviving entity to issue to the Holder a convertible Debenture with a principal
amount equal to the aggregate  principal  amount of this  Debenture then held by
such  Holder,  plus all  accrued and unpaid  interest  and other  amounts  owing
thereon,  which  such  newly  issued  convertible  Debenture  shall  have  terms
identical (including with respect to conversion) to the terms of this Debenture,
and shall be entitled to all of the rights and  privileges of the Holder of this
Debenture set forth herein and the agreements  pursuant to which this Debentures
were issued.  In the case of clause (C), the conversion price applicable for the
newly issued shares of convertible  preferred  stock or  convertible  Debentures
shall be based upon the amount of securities,  cash and property that each share
of Common Stock would receive in such  transaction  and the Conversion  Price in
effect  immediately  prior  to  the  effectiveness  or  closing  date  for  such
transaction.  The terms of any such merger,  sale or consolidation shall include
such  terms so as to  continue  to give the  Holder  the  right to  receive  the
securities,  cash and property set forth in this Section upon any  conversion or
redemption  following  such  event.  This  provision  shall  similarly  apply to
successive such events.

         (d)      The Obligor  covenants  that it will at all times  reserve and
keep available out of its authorized and unissued  shares of Common Stock solely
for the purpose of issuance  upon  conversion  of this  Debenture and payment of

                                       11


interest on this Debenture, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock as shall (subject to any
additional  requirements  of the  Obligor as to  reservation  of such shares set
forth in this  Debenture) be issuable  (taking into account the  adjustments and
restrictions  of SECTIONS 2(B) AND 3(C)) upon the conversion of the  outstanding
principal  amount of this  Debenture  and  payment of  interest  hereunder.  The
Obligor  covenants  that all shares of Common  Stock  that shall be so  issuable
shall,  upon  issue,  be duly and  validly  authorized,  issued and fully  paid,
nonassessable  and, if the  Underlying  Shares  Registration  Statement has been
declared  effective  under the  Securities  Act,  registered  for public sale in
accordance with such Underlying Shares Registration Statement.

         (e)      Upon a conversion  hereunder the Obligor shall not be required
to issue  stock  certificates  representing  fractions  of shares of the  Common
Stock,  but may if  otherwise  permitted,  make a cash payment in respect of any
final  fraction of a share  based on the Closing Bid Price at such time.  If the
Obligor elects not, or is unable, to make such a cash payment,  the Holder shall
be  entitled  to receive,  in lieu of the final  fraction of a share,  one whole
share of Common Stock.

         (f)      The issuance of certificates for shares of the Common Stock on
conversion of this Debenture  shall be made without charge to the Holder thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such  certificate,  provided  that the Obligor shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the issuance and delivery of any such  certificate  upon conversion in a name
other than that of the Holder of such  Debenture  so  converted  and the Obligor
shall not be required to issue or deliver such certificates  unless or until the
person or persons requesting the issuance thereof shall have paid to the Obligor
the  amount of such tax or shall have  established  to the  satisfaction  of the
Obligor that such tax has been paid.

         (g)      Any  notices,   consents,   waivers  or  other  communications
required or  permitted to be given under the terms hereof must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one (1) trading day after  deposit  with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

If to the Obligor, to:            Enclaves Group, Inc.
                                  45 Knollwood Road, Fifth Floor
                                  Elmsford, New York 10523
                                  Attention:  Daniel G. Hayes
                                  Telephone:  (914) 592-2100
                                  Facsimile:  (914) 592-2105

With a copy to:                   Olshan Grundman Frome Rosenzweig & Wolosky LLP

                                       12


                                  Park Avenue Tower
                                  65 East 55th Street
                                   New York, NY 10022
                                  Attention:  Robert H. Friedman, Esq.
                                  Telephone:  (212) 451-2220
                                  Facsimile:  (212) 451-2222

If to the Holder:                 Montgomery Equity Partners, Ltd.
                                  101 Hudson Street, Suite 3700
                                  Jersey City, NJ 07303
                                  Attention:  Mark Angelo
                                  Telephone:  (201) 985-8300

With a copy to:                   Troy Rillo, Esq.
                                  101 Hudson Street - Suite 3700
                                  Jersey City, NJ 07302
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party three (3)  business  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (i) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (ii)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (iii) provided by a nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

         SECTION 4.        DEFINITIONS.  For the purposes hereof,  the following
terms shall have the following meanings:

         "BUSINESS DAY" means any day except Saturday,  Sunday and any day which
shall be a federal  legal holiday in the United States or a day on which banking
institutions  are  authorized or required by law or other  government  action to
close.

         "CHANGE  OF  CONTROL  TRANSACTION"  means  the  occurrence  of  (a)  an
acquisition  after the date hereof by an  individual  or legal entity or "group"
(as  described  in Rule  13d-5(b)(1)  promulgated  under  the  Exchange  Act) of
effective  control  (whether  through legal or  beneficial  ownership of capital
stock of the Obligor,  by contract or  otherwise)  of in excess of fifty percent
(50%) of the voting  securities of the Obligor  (except that the  acquisition of
voting  securities  by the  Holder  shall not  constitute  a Change  of  Control
Transaction for purposes hereof),  (b) a replacement at one time or over time of
more than one-half of the members of the board of directors of the Obligor which
is not approved by a majority of those  individuals who are members of the board
of  directors  on the date  hereof (or by those  individuals  who are serving as
members of the board of directors on any date whose  nomination  to the board of
directors  was  approved by a majority of the members of the board of  directors

                                       13


who are members on the date hereof),  (c) the merger,  consolidation  or sale of
fifty  percent  (50%) or more of the assets of the Obligor or any  subsidiary of
the  Obligor in one or a series of  related  transactions  with or into  another
entity, or (d) the execution by the Obligor of an agreement to which the Obligor
is a party or by which it is bound,  providing  for any of the  events set forth
above in (a), (b) or (c).

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means the common stock, par value $0.001, of the Obligor
and stock of any other class into which such shares may  hereafter be changed or
reclassified.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FUNDING EVENT" means any transaction or series of transactions  closed
after the Original  Issue Date in which the Obligor  raises  $10,000,000 or more
through  the  sale of their  equity  securities  or  securities  exercisable  or
convertible into equity securities.

         "ORIGINAL ISSUE DATE" shall mean the date of the first issuance of this
Debenture  regardless of the number of transfers and regardless of the number of
instruments, which may be issued to evidence such Debenture.

         "CLOSING  BID  PRICE"  means the  price per share in the last  reported
trade of the Common Stock on the OTC or on the  exchange  which the Common Stock
is then listed as quoted by Bloomberg, LP.

         "PERSON"  means  a   corporation,   an   association,   a  partnership,
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "TRADING  DAY"  means a day on which the  shares  of  Common  Stock are
quoted on the OTC or quoted  or  traded on such  Subsequent  Market on which the
shares of Common  Stock are then quoted or listed;  provided,  that in the event
that the shares of Common Stock are not listed or quoted, then Trading Day shall
mean a Business Day.

         "TRANSACTION  DOCUMENTS" means the Securities Purchase Agreement or any
other agreement  delivered in connection with the Securities Purchase Agreement,
including,  without limitation,  the Escrow Agreement, the Guaranty Agreement by
and among Homes For America Holdings,  Inc.,  Cornell Capital  Partners,  LP and
Montgomery Equity Partners, Ltd. and the Investor Registration Rights Agreement,
all dated December 28, 2004 and the mortgages  given to the Holder for the North
Fort Myers,  Florida and Mesquite,  Texas  properties as more fully described in
the Securities  Purchase  Agreement  dated December 28, 2004 and the mortgage of
even date herewith given to the Holder for the Fort Worth,  Texas property,  and
the Amended and Restated Investor  Registration  Rights Agreement,  the Transfer
Agent Instructions, the Amended and Restated Security Agreement and the Guaranty
given by Enclaves Group,  Inc., a wholly owned  subsidiary of the Obligor to the
Holder, all of which are date of even date herewith.

                                       14


         "UNDERLYING  SHARES"  means the shares of Common  Stock  issuable  upon
conversion of this  Debenture or as payment of interest in  accordance  with the
terms hereof.

         "UNDERLYING  SHARES   REGISTRATION   STATEMENT"  means  a  registration
statement  meeting  the  requirements  set  forth  in  the  Registration  Rights
Agreement,  covering among other things the resale of the Underlying  Shares and
naming the Holder as a "selling stockholder" thereunder.

         SECTION 5.        Except as expressly  provided herein, no provision of
this Debenture shall alter or impair the  obligations of the Obligor,  which are
absolute and unconditional,  to pay the principal of, interest and other charges
(if any) on, this  Debenture at the time,  place,  and rate,  and in the coin or
currency,  herein  prescribed.  This  Debenture  is a direct  obligation  of the
Obligor.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter issued under the terms set forth herein.  As long as this Debenture is
outstanding,  the Obligor shall not and shall cause their  subsidiaries  not to,
without the consent of the Holder,  (i) amend its certificate of  incorporation,
bylaws or other  charter  documents so as to adversely  affect any rights of the
Holder;  (ii)  repay,  repurchase  or offer to repay,  repurchase  or  otherwise
acquire shares of its Common Stock or other equity  securities  other than as to
the Underlying  Shares to the extent permitted or required under the Transaction
Documents;  or  (iii)  enter  into  any  agreement  with  respect  to any of the
foregoing.

         SECTION 6.        This Debenture shall not entitle the Holder to any of
the rights of a stockholder of the Obligor,  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 Obligor,  unless and to the extent  converted into shares of Common Stock in
accordance with the terms hereof.

         SECTION 7.        If this  Debenture  is  mutilated,  lost,  stolen  or
destroyed,  the Obligor shall execute and deliver,  in exchange and substitution
for  and  upon  cancellation  of the  mutilated  Debenture,  or in lieu of or in
substitution for a lost, stolen or destroyed Debenture,  a new Debenture for the
principal amount of this Debenture so mutilated,  lost,  stolen or destroyed but
only upon  receipt  of  evidence  of such  loss,  theft or  destruction  of such
Debenture,  and of the  ownership  hereof,  and  indemnity,  if  requested,  all
reasonably satisfactory to the Obligor.

         SECTION 8.        No  indebtedness  of the  Obligor  is  senior to this
Debenture in right of payment, whether with respect to interest, damages or upon
liquidation  or  dissolution  or otherwise.  Without the Holder's  consent,  the
Obligor will not and will not permit any of their  subsidiaries  to, directly or
indirectly,   enter  into,  create,   incur,  assume  or  suffer  to  exist  any
indebtedness  of any kind,  on or with  respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or profits
there from that is senior in any respect to the obligations of the Obligor under
this Debenture.

         SECTION  9.       This Debenture  shall be governed by and construed in
accordance  with the laws of the State of New Jersey,  without  giving effect to
conflicts of laws thereof.  Each of the parties  consents to the jurisdiction of
the Superior  Courts of the State of New Jersey  sitting in Hudson  County,  New
Jersey and the U.S.  District  Court for the  District of New Jersey  sitting in
Newark,  New Jersey in connection  with any dispute arising under this Debenture
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,

                                       15


including  any  objection  based on FORUM NON  CONVENIENS to the bringing of any
such proceeding in such jurisdictions.

         SECTION 10.       If the  Obligor  fails to  strictly  comply  with the
terms of this  Debenture,  then the Obligor shall  reimburse the Holder promptly
for all fees, costs and expenses, including, without limitation, attorneys' fees
and  expenses  incurred  by the  Holder in any  action in  connection  with this
Debenture,  including,  without  limitation,  those  incurred:  (i)  during  any
workout,  attempted  workout,  and/or in connection  with the rendering of legal
advice as to the Holder's rights, remedies and obligations,  (ii) collecting any
sums  which  become  due to the  Holder,  (iii)  defending  or  prosecuting  any
proceeding  or any  counterclaim  to any  proceeding  or  appeal;  or  (iv)  the
protection, preservation or enforcement of any rights or remedies of the Holder.

         SECTION  11.      Any waiver by the Holder of a breach of any provision
of this  Debenture  shall not operate as or be  construed  to be a waiver of any
other breach of such  provision or of any breach of any other  provision of this
Debenture. The failure of the Holder to insist upon strict adherence to any term
of this Debenture on one or more  occasions  shall not be considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Debenture. Any waiver must be in writing.

         SECTION 12.       If  any  provision  of  this  Debenture  is  invalid,
illegal or unenforceable,  the balance of this Debenture shall remain in effect,
and if any provision is  inapplicable  to any person or  circumstance,  it shall
nevertheless  remain  applicable to all other persons and  circumstances.  If it
shall be found that any interest or other amount  deemed  interest due hereunder
shall violate  applicable laws governing  usury, the applicable rate of interest
due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest.  The Obligor  covenants  (to the extent that it may lawfully do so)
that it shall not at any time insist upon,  plead,  or in any manner  whatsoever
claim or take the benefit or advantage  of, any stay,  extension or usury law or
other law which would  prohibit  or forgive  the Obligor  from paying all or any
portion of the  principal  of or  interest  on this  Debenture  as  contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the performance of this  indenture,  and the Obligor (to
the extent it may  lawfully  do so) hereby  expressly  waives  all  benefits  or
advantage of any such law, and covenants that it will not, by resort to any such
law,  hinder,  delay or impeded the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.

         SECTION 13.       Whenever  any payment or other  obligation  hereunder
shall be due on a day other than a Business  Day,  such payment shall be made on
the next succeeding Business Day.

         SECTION 14.       THE  PARTIES  HEREBY   KNOWINGLY,   VOLUNTARILY   AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS AGREEMENT OR ANY TRANSACTION  DOCUMENT OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS

                                       16


PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PARTIES'  ACCEPTANCE  OF  THIS
AGREEMENT.

         IN WITNESS  WHEREOF,  the Obligor has caused this  Secured  Convertible
Debenture to be duly  executed by a duly  authorized  officer as of the date set
forth above.

                                                ENCLAVES GROUP, INC.

                                                By: /s/ Daniel G. Hayes
                                                    ----------------------------
                                                Name:  Daniel G. Hayes
                                                Title: President and CEO

                                       17


                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)

TO:

         The undersigned hereby irrevocably elects to convert $______________ of
the  principal  amount of the above  Debenture  into  Shares of Common  Stock of
Enclaves Group,  Inc.,  according to the conditions  stated  therein,  as of the
Conversion Date written below.

CONVERSION DATE:                    ____________________________________________
APPLICABLE CONVERSION PRICE:        ____________________________________________
SIGNATURE:                          ____________________________________________
NAME:                               ____________________________________________
ADDRESS:                            ____________________________________________
AMOUNT TO BE CONVERTED:             $___________________________________________
AMOUNT OF DEBENTURE UNCONVERTED:    $___________________________________________
CONVERSION PRICE PER SHARE:         $___________________________________________
NUMBER OF  SHARES OF COMMON
STOCK TO BE ISSUED:                 ____________________________________________
PLEASE  ISSUE THE SHARES OF
COMMON STOCK IN  THE FOLLOWING
NAME AND TO THE FOLLOWING
ADDRESS:                            ____________________________________________
ISSUE TO:                           ____________________________________________
AUTHORIZED SIGNATURE:               ____________________________________________
NAME:                               ____________________________________________
TITLE:
PHONE NUMBER:                       ____________________________________________
BROKER DTC PARTICIPANT CODE:        ____________________________________________
ACCOUNT NUMBER:                     ____________________________________________