BF ACQUISITION GROUP I, INC. DEBENTURE NOTE
           -------------------------------------------



Debenture Number:

Debenture  Amount: $1,000           Effective Date: ____________


FOR  VALUE  RECEIVED, BF Acquisition Group  I,  Inc.,  a  Florida
corporation, (hereinafter called "Corporation"), promises to  pay
to    _____________________________________________________,   or
registered  assigns (hereinafter called "Debenture Holder"),  the
sum  of  ONE  THOUSAND  DOLLARS ($1,000),  together  with  simple
interest  on  the outstanding principal balance  at  ten  percent
(10%)  per annum. The interest is due and payable along with  the
principal  twelve  months  (12) months  from  the  date  of  this
Debenture  Note  ("Note"),  unless extended  in  writing  by  the
parties  hereto.   If  at  any time  there  shall  occur  and  be
continuing an event of default ("Event of Default") in payment of
principal or interest or both, Corporation shall pay to Debenture
Holder   an  additional  five  percent  (5%)  interest   on   the
outstanding principal amount of this Note, computed on  a  simple
basis, from the date of such Event of Default until such Event of
Default shall be cured or waived or, if earlier, until this Note,
with interest thereon, is fully paid. This Note is not secured.

Said  principal  and interest shall be payable at  the  principal
office of Corporation by deposit of U.S. funds, or shares of  the
Corporation's  common  stock  (as  designated  by  the  Debenture
Holder),  as  determined  below, in the U.S.  Mail,  first  class
postage prepaid, addressed to the Debenture Holder at his address
registered  on  the books of the Corporation  or  at  such  other
address as Debenture Holder may designate from time to time.

Interest on the outstanding principal balance of this Note  shall
accrue  commencing  on  the Effective Date described  above,  and
interest shall accrue on a simple basis thereafter.

It  is understood that the Corporation intends to register  as  a
"Business  Development Company" ("BDC") with the  Securities  and
Exchange Commission (the "SEC"). Upon the SEC's acceptance of the
Corporation's  election  to register as a  BDC,  the  Corporation
intends to conduct an exchange offering, rights offering or other
similar  type of offering whereby the Debenture Holder will  have
the  opportunity to exchange their Debenture Note(s) into  shares
of  common  stock of the Company. The Company expects the  shares
will  be exchangeable into the common stock at an exchange  price
of $0.25 per share.

This  Note  has  not been registered under any federal  or  state
securities laws in reliance on the exemption provided by Sections
3(b), 4(2) or 4(6) of the Securities Act of 1933, as amended, and
comparable statutes of states in which this Note may be issued.

Notwithstanding any other provision of this Note it is  expressly
agreed  that  the amounts payable under this Note  or  any  other
payment in the nature of or which would be considered as interest
or other charge for the use or loan of money shall not exceed the
highest contract rate allowable by law of the State of Florida.


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BF Acquisition Group I, Inc.
Convertible Debenture No.


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The Corporation does hereby:

   (a)  Agree that no course of dealing or delay or omission or
        forbearance on the part of Debenture Holder in exercising or
        enforcing any of Debenture Holder's rights or remedies hereunder
        or under any instrument securing this Note or under any other
        instrument executed in connection with the loan evidenced by this
        Note shall impair or prejudice any of Debenture Holder's rights
        and remedies hereunder or the enforcement hereof and that
        Debenture Holder may extend or renew this Note for any term
        (whether or not longer than the original term of this Note), may
        extend, modify or postpone the time and manner of payment and
        performance of this Note; and

   (b)  Waive notice of acceptance of this Note, notice of  the
        occurrence of any default under this Note and presentment,
        demand, protest, notice of dishonor and notice of protest.

The  happening of any of the following events shall constitute  a
default hereunder:

   (a)  Default in the payment of any principal on this Note as and
        when the same shall become due and payable; or

   (b)  Default in the payment of any interest on this Note as and
        when the same shall become due and payable (it being understood
        that such payments become payable on a date subsequent to the
        date they become due in accordance with the provisions hereof);
        or

   (c)  Breach, failure or default on the part of Corporation in
        the performance or observance of any covenant, condition or
        agreement of Corporation under this Note for a period of thirty
        days following written notice thereof unless such breach, failure
        or default shall have been cured within such thirty day period;
        or

   (d)  A  receiver, liquidator, assignee, custodian,  trustee,
        conservator, sequestrator, regulatory authority (or other similar
        official) shall take possession of Corporation or its property or
        business, or exercise control thereof or thereover, without its
        consent or a court having jurisdiction in the premises shall
        enter a decree or order for relief in respect of Corporation in
        an involuntary case under any applicable bankruptcy, insolvency
        or other similar laws now or hereafter in effect, or appointing a
        receiver, liquidator, assignee, custodian, trustee, conservator,
        sequestrator, regulatory authority (or other similar official) of
        Corporation or for the property or business thereof, or ordering
        the winding-up or liquidation of its affairs and such decree or
        order shall continue unstayed and in effect for a period of
        thirty consecutive days, or Corporation shall commence  a
        voluntary case under any applicable bankruptcy, insolvency or
        other similar law now or hereafter in effect, or shall consent to
        the entry of an order for relief in an involuntary case under any
        such law, or shall consent to the appointment of or taking
        possession by a receiver, liquidator, assignee,  trustee,
        custodian, conservator, sequestrator, regulatory authority (or
        other similar official) of Corporation or of any substantial part
        of its property or business, or shall make any general assignment
        for the benefit of creditors, or shall take any corporate action
        in furtherance of any of the foregoing.

             If a default occurs hereunder, then at the option of
Debenture  Holder (a) the entire principal amount then  remaining
unpaid and accrued interest thereon shall immediately become  due
and  payable  without  notice or demand,  it  being  agreed  that
interest  not  paid  when due shall, at the option  of  Debenture
Holder,  be  added to the outstanding principal amount  and  draw
interest  at  the rate provided herein; (b) the unpaid  principal
amount  shall  accrue interest at the highest  rate  of  interest


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BF Acquisition Group I, Inc.
Convertible Debenture No.


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allowable by law; and (c) all other liabilities of Corporation to
Debenture Holder (notwithstanding any provisions thereof),  shall
immediately become due and payable without notice or demand  (but
with  such  adjustments, if any, with respect to any interest  or
other  charges  as  may be provided for in  this  Note  or  other
writing  evidencing such liability).  Failure  to  exercise  this
option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default.

        Corporation  shall  have  no  right  of  set-off  against
Debenture  Holder  under  this  Note  or  under  any  instruments
securing  this  Note  or  executed in connection  with  the  loan
evidenced  by this Note.  Debenture Holder shall have the  right,
however, immediately and without further action or notice by  it,
to  set-off against this Note all money owed by Debenture  Holder
in  any capacity to Corporation, whether or not due, and also  to
set-off  against  all  other liabilities of Debenture  Holder  to
Corporation all money owed by Debenture Holder in any capacity to
Corporation.

This  Note  is executed under seal, constitutes a contract  under
the  laws of the State of Florida, and shall be enforceable in  a
court of competent jurisdiction in said State, without regard  to
the place in which this Note is executed.

THE FOLLOWING LEGEND WILL BE IMPRINTED ON ANY DEBENTURE NOTES
ISSUED TO CANADIAN RESIDENTS:

"Unless permitted under securities legislation, the holder of the
securities  shall not trade the securities before the earlier  of
(i)  the  date  that is 12 months and a day after  the  date  the
Corporation  first became a reporting issuer in any  of  Alberta,
British  Columbia,  Manitoba, Nova Scotia,  Ontario,  Quebec  and
Saskatchewan, if the Corporation is a SEDAR filer; and  (ii)  the
date  that  is  12 months and a day after the later  of  (A)  the
distribution  date,  and (B) the date the  Corporation  became  a
reporting  issuer in the local jurisdiction of the  purchaser  of
the securities that are the subject of the trade."


Signed and sealed this ____ day of ______ 2003.


      (CORPORATE SEAL)            BF ACQUISITION GROUP I, INC.,



Attest:________________________   By: _________________________
       William Colucci,               William Bosso,
       Secretary                       President



DEBENTURE HOLDER


By:____________________________
         Signature





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BF Acquisition Group I, Inc.
Convertible Debenture No.


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