<PAGE>

                                                                     Exhibit 4.1

                                    DEBENTURE

NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR UNDER ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY
ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR
(iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.



US $60,000                                                    September 23, 2004


                 0.00 % CONVERTIBLE DEBENTURE DUE March 24, 2005

         THIS DEBENTURE of RTG Ventures, Inc., a Florida corporation (the
"Company") in the aggregate principal amount of Sixty Thousand Dollars (US
$60,000), is designated as its $60,000, 0.00% Convertible Debenture due March
24, 2005 (the "Debenture").

         FOR VALUE RECEIVED, the Company promises to pay to SilverLake Holdings,
Inc. or its registered assigns (the "Subscriber" or "Holder"), the principal sum
of Sixty Thousand Dollars (US $60,000), on or after March 24, 2005 (the
"Maturity Date") without interest. The Company's obligation to a transferee of
this Debenture shall arise only if such transfer, sale or other disposition is
made in accordance with the terms and conditions hereof and of the Subscription
Agreement (the "Subscription Agreement") by and between the Company and the
Subscriber (as such term is defined in the Subscription Agreement), dated as of
September 23, 2004. A transfer of the right to receive principal under this
Debenture shall be transferable only through an appropriate entry in the
Debenture Register, the person in whose name this Debenture (or one or more
successor Debentures) is registered on the records of the Company regarding
registration and transfers of the Debentures (the "Debenture Register"), as
provided herein.

                  THIS DEBENTURE SHALL NOT CONVERT INTO COMMON
                           STOCK UNTIL MARCH 24, 2005.

         This Debenture is subject to the following additional provisions:

SECTION 1    Section 1.   Definitions.  As used in this Agreement, the following
terms shall have the following meanings:

      "Common Stock" shall mean the Common Stock (as defined in the Subscription
Agreement) as adjusted for any reverse splits, forward splits, combination,
reclassification or stock dividend from the date the Subscription Agreement is
signed.

      "Conversion Date" shall have the meaning set forth in Section 4(a) hereof.

      "Conversion Ratio" means, at any time, a fraction, the numerator of which
is the then outstanding principal amount represented by the Debentures and the
denominator of which is the conversion price at such time.

<PAGE>

      "Fixed Conversion Price" shall have the meaning set forth in Section 4(c)i
hereof.

      "Notice of Conversion" shall have the meaning set forth in Section 4(a)
hereof.

      "Original Issuance Date" shall mean the date of the first issuance of
this Debenture regardless of the number of transfers hereof.

SECTION 2    Section 2.   Denominations of Debentures; Interest on Debentures.
The Debentures are exchangeable for an equal aggregate principal amount of
Debentures of different authorized denominations, as requested by the Holder
surrendering the same, but shall not be issuable in denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00). No service charge to
the Holder will be made for such registration of transfer or exchange.

SECTION 3    Section 3.   Events of Default and Remedies.

     3.1I.   "Event of Default," when used herein, means any one of the
following events (whatever the reason and whether any such event 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):


             (a)(a) any default, not cured within five (5) days after receipt of
notice, in the payment of the principal of or interest on this Debenture as and
when the same shall become due and payable either at the Maturity Date, by
acceleration, conversion, or otherwise;

     (b)(b)  the Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach of, this
Debenture, and such failure or breach shall not have been remedied within five
(5) Business Days of its receipt of notice of such failure or breach; and


             (c)(c) the Company shall commence a voluntary case under the United
States Bankruptcy Code as now or hereafter in effect or any successor thereto
(the "Bankruptcy Code"); or an involuntary case is commenced against the Company
under the Bankruptcy Code and the petition is not controverted within thirty
(30) days, or is not dismissed within sixty (60) days, after commencement of the
case; or a "custodian" (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or any substantial part of the property of the Company or
the Company 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 Company or there is commenced against the Company any
such proceeding which remains undismissed for a period of sixty (60) days; or
the Company is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Company
suffers any appointment of any custodian or the like for it or any substantial
part of its property which continues undischarged or unstayed for a period of
thirty (30) days; or the Company makes a general assignment for the benefit of
creditors; or the Company shall fail to pay, or shall state in writing that it
is unable to pay its debts generally as they become due; or the Company shall
call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or the Company shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company for the purpose of
effecting any of the foregoing.


             (d)
<PAGE>

3.2  II.(a)  If any Event of Default occurs, and continues beyond a cure period,
if any, then the Holder may, by written notice to the Company, accelerate all of
the payments due under this Debenture by declaring all amounts so due under this
Debenture, whereupon the same shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
waived by the Company, notwithstanding anything contained herein to the
contrary, and the Holder may immediately and without expiration of any
additional 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 the 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. This shall include, but not be
limited to the right to temporary, preliminary and permanent injunctive relief
without the requirement of posting any bond or undertaking.

                (a) (b)  The Holder may thereupon proceed to protect and enforce
                its rights either by suit in equity and/or by action at law or
                by other appropriate proceedings whether for the specific
                performance (to the extent permitted by law) of any covenant or
                agreement contained in this Debenture or in aid of the exercise
                of any power granted in this Debenture, and proceed to enforce
                the payment of any of the Debentures held by it, and to enforce
                any other legal or equitable right of such Holder.

                (b) (c)  As a non-exclusive remedy, upon the occurrence of an
                Event of Default, the Holder may convert the remaining principal
                amount of the Debentures at the Fixed Conversion Price upon
                giving a Notice of Conversion to the Company.

SECTION 4    Section 4.   Conversion.

                    (a)(a)  Except as otherwise set forth herein or in the
                Subscription Agreement, the unpaid principal amount of this
                Debenture shall be convertible into shares of Common Stock at
                the Conversion Ratio as defined above, at the option of the
                Holder, in whole or in part, at any time, commencing on February
                28, 2005. Such shares of Common Stock shall be restricted,
                unregistered shares under the Securities Act of 1933, as
                amended. Any conversion under this Section 4(a) shall be for a
                minimum principal amount of $1,000.00 of the Debentures. The
                Holder shall effect conversions by surrendering the Debenture to
                be converted to the Company, together with the form of notice
                attached hereto as Appendix I ("Notice of Conversion") in the
                manner set forth in Section 4(i) hereof. Each Notice of
                Conversion shall specify the principal amount of Debentures to
                be converted and the date on which such conversion is to be
                effected (the "Conversion Date") which date shall not be less
                than four (4) Business Days after the date on which the Notice
                of Conversion is delivered to the Company. Subject to the last
                paragraph of Section 4(b) hereof, each Notice of Conversion,
                once given, shall be irrevocable. If the Holder is converting
                less than all of the principal amount represented by the
                Debentures tendered by the Holder in the Notice of Conversion,
                the Company shall deliver to the Holder a new Debenture for such
                principal amount as has not been converted within four (4)
                Business Days of the Conversion Date. Notwithstanding anything
                contained herein to the contrary, this Debenture shall not
                convert into Common Stock until March 24, 2005.


                    (b)(b)  Not later than four (4) Business Days after the
                Conversion Date, the Company shall deliver to the Holder (i) a
                certificate or certificates representing the number of shares of
                Common Stock being acquired upon the conversion of the
                Debentures, and once the Debentures so converted in part shall
                have been surrendered to the Company, the Company shall deliver
                to the Holder Debentures in the principal amount of the
                Debentures not yet converted; provided, however, that the
                Company shall not be obligated to issue certificates evidencing
                the shares of Common Stock issuable upon conversion of the
                Debentures, until the Debentures are either delivered for
                conversion to the Company or the Company or any transfer agent
                for the Debentures or Common Stock, or the Holder notifies the
                Company that such Debentures have been lost, stolen or destroyed
                and provides an affidavit of loss and an agreement

<PAGE>

                reasonably acceptable to the Company indemnifying the Company
                from any loss incurred by it in connection with such loss, theft
                or destruction. In the case of a conversion pursuant to a Notice
                of Conversion, if such certificate or certificates are not
                delivered by the date required under this Section 4(b), the
                Holder shall be entitled, upon providing written notice to the
                Company at any time on or before its receipt of such certificate
                or certificates thereafter, to rescind such conversion, in which
                event, the Company shall immediately return the Debentures
                tendered for conversion.


                (c)(c) ()   The conversion price for the Debentures in effect on
                any Conversion Date shall be $.01 per share (the "Fixed
                Conversion Price").


                (ii)        (ii) If the Company, at any time while any of the
Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock payable in shares of
its capital stock (whether payable in shares of its Common Stock or of capital
stock of any class), (b) subdivide outstanding shares of Common Stock into a
larger number of shares, (c) combine outstanding shares of Common Stock into a
smaller number of shares, or (d) issue by reclassification any shares of capital
stock of the Company, the Fixed Conversion Price as applied in Section 4(c)(i)
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock of the Company outstanding immediately before such event
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after giving effect to such event. Any adjustment made
pursuant to this Section 4(c)(ii) 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 reclassification,
provided that no adjustment shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.


                (iii)       (iii) All calculations under this Section 4 shall be
made to the nearest 1/1000th of a cent or the nearest 1/1000th of a share, as
the case may be. Any calculation equal to or over .005 shall be rounded up to
the next cent or share and any calculation less than .005 shall be rounded down
to the previous cent or share.

                (iv)

                (v)         (iv)  Whenever the Fixed Conversion Price is
adjusted pursuant to Section 4(c)(ii) the Company shall within four (4) Business
Days after the determination of the new Fixed Conversion Price mail and fax (in
the manner set forth in Section 9 hereof) to the Holder and to each other holder
of Debentures, a notice ("Company Notice of Conversion Price Adjustment")
setting forth the Fixed Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.

                (vi)

                (vii)       (v)   In case of any reclassification of the Common
Stock, any consolidation or merger of the Company with or into another person,
the sale or transfer of all or substantially all of the assets of the Company or
any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, then each holder of Debentures then
outstanding shall have the right thereafter to convert such Debentures only into
the shares of stock and other securities and property receivable upon or deemed
to be held by holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the Holder shall
be entitled upon such event to receive such amount of securities or property as
the holder of shares of the Common Stock into which such Debentures could have
been converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been

<PAGE>

entitled. The terms of any such consolidation, merger, sale, transfer or share
exchange shall include such terms so as to continue to give to the Holder the
right to receive the securities or property set forth in this Section 4(c)(v)
upon any conversion following such consolidation, merger, sale, transfer or
share exchange. This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;


                (viii)      if:

                (A)(A) the Company shall declare a dividend (or any other
                    distribution) on its Common Stock; or

                                       (B)

                (C)(B) the Company shall declare a special non-recurring cash
                    dividend redemption of its Common Stock; or

                                      (D)

                (E)(C) the Company shall authorize the grant 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; or

                                      (F)

                (G)(D) the approval of any stockholders of the Company shall be
                    required in connection with any reclassification of the
                    Common Stock of the Company (other than a subdivision or
                    combination of the outstanding shares of Common Stock),
                    any consolidation or merger to which the Company is a party,
                    any sale or transfer of all or substantially all of the
                    assets of the Company, or any compulsory share exchange
                    whereby the Common Stock is converted into other securities,
                    cash or property; or

                                      (H)

                (I)(E) the Company shall authorize the voluntary or involuntary
                    dissolution, liquidation or winding-up of the affairs of the
                    Company;


then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures, and shall cause to be mailed and faxed
to the Holder and each other holder of the Debentures at their last addresses
and facsimile number set forth in the Debenture Register 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 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, share exchange, dissolution, liquidation
or winding-up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up; provided, however, 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.

                (d)(d) Subject to the terms and limitations set forth in the
        Debentures and the Subscription Agreement, the Company covenants and
        agrees that it shall, at all times, reserve and keep available out of


        its authorized and unissued Common Stock solely for the purpose of
        issuance upon conversion of the Debentures as herein provided, free from
        preemptive rights or any other actual contingent purchase rights of
        persons other than the Holder of the Debentures, such number of shares
        of Common Stock as shall be issuable (taking into account the
        adjustments and restrictions of Section 4(c) hereof) upon the conversion
        of the aggregate principal amount of the outstanding Debentures. The
        Company covenants that, subject to the limitations set forth in this
        Section 4(d), all shares of Common Stock that shall be issuable upon
        conversion of the Debentures shall, upon issuance, be duly and validly
        authorized and issued and fully paid and non-assessable.

                (e)(e)  No fractional shares of Common Stock shall be issuable
        upon a conversion hereunder and the number of shares to be issued shall
        be rounded up to the nearest whole share. If a fractional share interest
        arises upon any conversion hereunder, the Company shall eliminate such
        fractional share interest by issuing to the Holder an additional full
        share of Common Stock.

                (f)(f) The issuance of a certificate or certificates for shares
        of Common Stock upon conversion of the Debentures shall be made without
        charge to the Holder for any documentary stamp or similar taxes that may
        be payable in respect of the issuance or delivery of such certificate,
        provided that the Company 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 and the Company 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 Company the
        amount of such tax or shall have established to the satisfaction of the
        Company that such tax has been paid.

                (g)(g) The Debentures converted into Common Stock shall be
        canceled upon conversion.

                (h)(h) On the Maturity Date, the unconverted principal amount
        of the Debentures shall either be paid off in full by the Company or, if
        payment in full is not received within four (4) business days after the
        Maturity Date, convert automatically into shares of Common Stock at the
        Fixed Conversion Price as set forth in Section 4(c)(i).

                (i)(i) Each Notice of Conversion shall be given by facsimile to
        the Company no later than 4:00 pm New York time on any business day at
        the facsimile telephone number and address of the principal place of
        business of the Company. Any such notice shall be deemed given and
        effective upon the transmission of such facsimile at the facsimile
        telephone number specified in Section 9 hereof (with printed
        confirmation of transmission). In the event that the Company receives
        the Notice of Conversion after 6:00 p.m. New York time or the Holder
        receives the Company Notice of Conversion Price Adjustment after 6:00
        p.m. New York time, any such notice shall be deemed to have been given
        on the next business day.


         Section 5.  Absolute Payment Obligation; Limitation on Prepayment.
Except as expressly provided herein, no provision of this Debenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, and interest 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 Company. This Debenture ranks pari passu with all other
Debentures now or hereafter issued under the terms set forth herein.

         Section 6.  No Rights of Stockholders. Except as otherwise provided
herein or in the Subscription Agreement, 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 on or consent to any action, 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.

<PAGE>

         Section 7.  Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated, lost, stolen or destroyed, the Company shall execute and
deliver, in exchange and substitution for and upon cancellation of a 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 an affidavit of
such loss, theft or destruction of such Debenture, and, if requested by the
Company, an agreement to indemnity the Company in form reasonably acceptable to
the Company.

         Section 8.  Governing Law. This Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce the terms of this Debenture, the Subscription Agreement or any other
Transaction Document shall be exclusively brought in the state and/or federal
courts in the state and county of New York. Service of process in any action by
the Holder to enforce the terms of this Debenture may be made by serving a copy
of the summons and complaint, in addition to any other relevant documents, by
commercial overnight courier to the Company at its address set forth in the
Subscription Agreement.

         Section 9.  Notices. Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted to be given to
any party hereunder shall be in writing and shall be deemed duly given only if
delivered to the party personally or sent to the party by facsimile upon
electronic confirmation receipt (promptly followed by a hard-copy delivered in
accordance with this Section or three days after being mailed by registered or
certified mail (return receipt requested), with postage and registration or
certification fees thereon prepaid, or if sent by nationally recognized
overnight courier, one day after being mailed, addressed to the party at its
address below or such other address as may be designated hereafter by notice
given pursuant to the terms of this Section 10:



<PAGE>

                            If to RTG Ventures, Inc.:

                               RTG Ventures, Inc.
                         c/o Gottbetter & Partners, LLP
                               488 Madison Avenue
                          New York, New York 10022-5718
                               Tel: (212) 400-6900
                               Fax: (212) 400-6901


                                If to Subscriber:

                            SilverLake Holdings, Inc.
                             1040 First Avenue, #190
                               New York, NY 10022
                                      Tel:
                                      Fax:


         Section 10.  Waiver. Any waiver by the Company or 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 Company or 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 in any other occasion. Any waiver must be in writing.

         Section 11.  Invalidity. If any provision of this Debenture is held to
be invalid, illegal or unenforceable, the balance of this Debenture shall remain
in effect, and if any provision is held to be inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.

         Section 12.  Payment Dates. 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 following business day.

         Section 13.  Transfer; Assignment. This Debenture may not be
transferred or assigned, in whole or in part, at any time, except in compliance
by the transferor and the transferee with applicable federal and state
securities laws.

         Section 14.  Fees of Enforcement. In the event any Party commences
legal action to enforce its rights under this Debenture, the non-prevailing
party shall pay all reasonable costs and expenses (including but not limited to
reasonable attorney's fees, accountant's fees, appraiser's fees and
investigative fees) incurred in enforcing such rights.







                            [Signature Page Follows]


<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized as of the date first above
indicated.

                               RTG Ventures, Inc.


Attest: /s/ Scott Brown                     By: /s/ Linda Pery
       -----------------------                  ---------------------
                                            Name:   Linda Perry
                                            Title:  Chief Executive Officer