Exhibit 4.2

                                COLUMBIALUM, LTD.

                      6% SUBORDINATED CONVERTIBLE DEBENTURE
                                    SERIES 2
                                DUE JUNE 30, 2003




Number: _________________________________________________

Principal: $_____________________________________________

Original Issue Date:_____________________________________

Registered Holder:_______________________________________
                                (name)


         Columbialum,  Ltd., a Nevada corporation (the "Company") with principal
offices at 310 East Harrison,  Tampa, Florida 33602, for value received,  hereby
promises to pay the  registered  holder hereof (the  "Holder") the principal sum
set forth above on June 30, 2003 (the "Maturity Date"), in such coin or currency
of the United  States of  America  as at the time of payment  shall be the legal
tender for the payment of public and private  debts,  and to pay interest,  less
any amounts required by law to be deducted or withheld, computed on the basis of
a 365-day year, on the unpaid principal balance hereof from the date hereof (the
"Original  Issue Date"),  at the rate of 6% per year,  until such  principal sum
shall have become due and payable,  or has been converted by the Holder pursuant
to Section 6, below.  Interest payments will be made at the option of the Holder
in either cash or in such number of shares of the Company's common stock,  $.001
par value ("Common  Stock"),  computed in accordance  with Section 5.2 below and
shall be paid, on December 31, 2001 and quarterly thereafter until Maturity,  or
if the principal of the Debenture is earlier converted, upon conversion pursuant
to Section 6, below.  All  references  herein to dollar  amounts  refers to U.S.
dollars.

         By acceptance and purchase of this Debenture, the registered holder
hereof agrees with the Company that the Debenture shall be subject to the
following terms and conditions:

         1.  Authorization  of Debentures.  The Company has authorized the issue
and sale of its 6% Senior Subordinated  Convertible Debentures due June 30, 2003
(the  "Debenture,"  such term  includes  any  debentures  which may be issued in
exchange or in  replacement  thereof) in the aggregate  principal  amount of not
more than U.S. $20,000.

         2. Transfer or Exchange. Prior to due presentation to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the person in whose name this Debenture is duly registered on the Company's
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes.

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         3. Prepayment; Payment of Interest in Shares.

                  3.1 Optional Prepayment of Debenture.  Subject to the Holder's
right to convert  set forth in  Section 4,  below,  the  Company  may prepay the
Debenture on ten days prior written notice.

                  3.2 Payment of Interest in Shares. Prior to the conversion of
the principal amount of the Debenture, the Company will issue to the Holder, at
the Holder's option, in lieu of cash interest, shares of Common Stock calculated
in accordance with the following formula (the "Conversion Rate"):

                  Interest Shares = (.06 x *Principal) / Conversion Price, where

          *Principal = the Principal Amount of the Debenture, and

          *Conversion Price = $.10

         4. Conversion of Debentures.

                  4.1      Conversion of the Debenture.

                  (a)      Right  to  Convert.  Subject  to  the  provisions  of
                           paragraph  4.1(b),  below,  the record holder of this
                           Debenture shall be entitled,  on or after the Date of
                           Original  Issuance,  at the option of the Holder,  to
                           convert  this  Debenture,  in whole or in part,  into
                           fully paid and non-assessable shares of the Company's
                           Common Stock at the rate of $.10 per share.

                  (b)      Maximum Conversion.  The Holder shall not be entitled
                           to  convert  on any  single  day that  amount  of the
                           Debenture in connection with that number of shares of
                           Common  Stock  which would be in excess of the sum of
                           (i) the number of shares of Common Stock beneficially
                           owned by the Holder and its affiliates,  and (ii) the
                           number of shares of Common  Stock  issuable  upon the
                           conversion of the Debenture with respect to which the
                           determination of this provision is being made on such
                           day,  which would result in  beneficial  ownership by
                           the Holder and its  affiliates  of more than 4.99% of
                           the outstanding shares of Common Stock of the Company
                           on such day. For the purposes of the provision to the
                           immediately preceding sentence,  beneficial ownership
                           shall be determined in accordance  with Section 13(d)
                           of the  Securities  Exchange Act of 1934, as amended,
                           and  Regulation  13d-3  thereunder.  Subject  to  the
                           foregoing,   the  Holder  shall  not  be  limited  to
                           aggregate conversions of only 4.99%. Upon an Event of
                           Default  or upon  receipt  of  written  notice of the
                           Company's   exercise   of  its   intention   to  make
                           prepayment  under Section 3.1, above,  the Holder may
                           void  the  conversion  limitation  described  in this
                           paragraph  4.1(b).  The Holder may allocate  which of

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                           the equity of the Company deemed  beneficially  owned
                           by the Holder  shall be included in the 4.99%  amount
                           described  above and which shall be  allocated to the
                           excess above 4.99%.

                  4.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder shall surrender such Debenture, together with
the Notice of Conversion annexed hereto as Exhibit 1 appropriately endorsed to
the Company at its principal office, accompanied by written notice to the
Company (a) stating that the Holder elects to convert the Debenture or a portion
thereof, and if a portion, the amount of such portion in multiples of $50 in
principal amount, and (b) setting forth the name or names (with address) in
which the certificate or certificates for shares of Common Stock issuable upon
such conversion shall be issued. Provided the Debenture is received properly
endorsed promptly by the Company, the date of conversion of such Debenture shall
be deemed to be the date of receipt of Notice of Conversion, even if the
Company's stock transfer books are at that time closed, and the converting
Holder shall be deemed to have become, on the date of conversion, the record
holder of the shares of Common Stock deliverable upon such conversion. If the
Debenture is not received, properly endorsed by the fifth business day following
the date the Company receives Notice of Conversion, the date of conversion shall
be deemed to be the date the Debenture is received, provided that such later
receipt will not lower the Conversion Price stated in the Notice of Conversion.

                  As soon as reasonably possible after the date of conversion,
the Company shall issue and deliver to such converting Holder a certificate or
certificates for the number of shares of Common Stock due on such conversion. No
adjustments in respect of interest or cash dividends shall be made upon the
conversion of any Debenture or Debentures.

                  Upon conversion of the Debenture in part, the Company shall
execute and deliver to the Holder thereof, at the expense of the Company, a new
Debenture, in aggregate principal amount equal to the unconverted portion of
such Debenture. such new Debenture shall have the same terms and provisions
other than the principal amount as the Debenture or Debentures surrendered for
conversion.

                  4.3 Duration of Conversion Privilege. The right to subscribe
for and purchase shares of Common Stock pursuant to the conversion privilege
granted herein shall commence on the Original Issue Date and shall expire at
5:00 p.m., New York time on December 31, 2002.

                  4.4 Stock Fully Paid;  Restricted.  The Company  covenants and
agrees that:

                  (a)      all shares which may be issued upon the exercise of
                           the conversion privilege granted herein will, upon
                           issuance in accordance with the terms hereof, be
                           fully paid, nonassessable, and free from all taxes,
                           liens and charges (except for taxes, if any, upon the
                           income of the Holder) with respect to the issue
                           thereof, and that the issuance thereof shall not give
                           rise to any preemptive rights on the part of the
                           stockholders;

                  (b)      the failure of the Company to issue shares upon the
                           conversion of the Debenture will cause the holder
                           immediate irreparable harm.

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                  4.5 Antidilution Provisions. The following provisions apply to
the Debenture:

                  (a)      In case the Company  shall (i) pay a dividend or make
                           a  distribution  in  shares  of  Common  Stock,  (ii)
                           subdivide its outstanding shares of Common Stock into
                           a greater  number of  shares of Common  Stock,  (iii)
                           combine its outstanding shares of Common Stock into a
                           smaller number of shares of Common Stock, (iv) make a
                           distribution  on its  Common  Stock in  shares of its
                           capital stock other than Common  Stock,  or (v) issue
                           by   reclassification   of  its  Common  Stock  other
                           securities of the Company,  the conversion  privilege
                           of the  Debenture  and the  Conversion  Price then in
                           effect immediately prior thereto shall be adjusted so
                           that the Holder shall be entitled to receive the kind
                           and  number  of  shares  of  Common  Stock  and other
                           securities  of the Company  which it would have owned
                           or would  have been  entitled  to  receive  after the
                           happening of any of the events  described  above, had
                           the Debenture been converted immediately prior to the
                           happening  of such  event  or any  record  date  with
                           respect thereto. Any adjustment made pursuant to this
                           paragraph  (a)  shall  become  effective  immediately
                           after the effective date of such event retroactive to
                           the record date, if any, for such event.

                  (b)      When the  number of  shares  of  Common  Stock or the
                           Conversion Price is adjusted as herein provided,  the
                           Company  shall  cause to be  promptly  mailed  to the
                           Holder by first class mail,  postage prepaid,  notice
                           of such  adjustment or adjustments  and a certificate
                           of a firm of independent public accountants  selected
                           by the Board of  Directors of the Company (who may be
                           the  regular  accountants  employed  by the  Company)
                           setting  forth the  number of shares of Common  Stock
                           and the  Conversion  Price after such  adjustment,  a
                           brief   statement   of  the  facts   requiring   such
                           adjustment   and  the   computation   by  which  such
                           adjustment was made.

                  (c)      For the purpose of this Section 4.5, the term "Common
                           Stock"  shall mean (A) the class of stock  designated
                           as the  Common  Stock of the  Company  at the date of
                           this  Debenture  or (B)  any  other  class  of  stock
                           resulting from successive changes or reclassification
                           of such Common Stock consisting  solely of changes in
                           par value, or from par value to no par value, or from
                           no par value to par  value.  In the event that at any
                           time, as a result of an  adjustment  made pursuant to
                           this Section 4.5, the Holder shall become entitled to
                           receive any securities upon conversion of the Company
                           other  than  shares of Common  Stock  thereafter  the
                           number of such other  securities  and the  Conversion
                           Price  of  such   securities   shall  be  subject  to
                           adjustment from time to time in a manner and on terms
                           as nearly equivalent as practicable to the provisions
                           with  respect to the Common  Stock  contained in this
                           Section 4.5.

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                  4.6 No Adjustment for Dividends. Except as provided in Section
4.5, no  adjustment  in respect to any  dividends  paid shall be made during the
term of the Debenture or upon the exercise of the Debenture.

                  4.7 Preservation of Purchase Rights Upon Reclassification
Consolidation. etc. In the case of any consolidation of the Company with or
merger of the Company into another corporation or in the case of any sale or
conveyance to another corporation of all or substantially all of the property,
assets or business of the Company, the Company or such successor or purchasing
corporation, as the case may be, shall provide that the Holder shall have the
right thereafter upon payment of the Conversion Price in effect immediately
prior to such action to purchase upon conversion of the Debenture the kind and
amount of shares and other securities and property which the Holder would have
owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the Debenture been converted
immediately prior to such action. such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4. The provisions of this Section 4.7 shall
similarly apply to successive consolidations, mergers, sales or conveyances.

                  4.8 Par Value of Common Stock. Before taking any action which
would cause an adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock issuable upon conversion of the Debenture, the
Company will take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock at such adjusted Conversion Price.

                  4.9 Statement on Debenture Certificates. Irrespective of any
adjustments in the Conversion Price or the number of securities convertible,
this Debenture certificate or any certificates hereafter issued may continue to
express the same price and number of securities as are stated in this Debenture
certificate. However, the Company may at any time in its sole discretion (which
shall be conclusive) make any change in the form of the Debenture certificate
that it may deem appropriate and that does not affect the substance thereof; and
any Debenture certificate thereafter issued, whether upon registration or
transfer of, or in exchange or substitution for, an outstanding Debenture
certificate, may be in the form so changed.

         5. Restrictions on Transferability. The Debenture and the Common Stock
issuable upon conversion of the Debenture shall not be transferred, hypothecated
or assigned before satisfaction of the conditions specified in this Section 5,
which conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Debenture or any Common Stock
issuable upon conversion of the Debenture. Holder, by acceptance of this
Debenture, agrees to be bound by the provisions of this Section 5.

                  5.1 Restrictive Legend. The Holder by accepting this Debenture
and any Common Stock issuable upon conversion of the Debenture agrees that this
Debenture and the Common Stock issuable upon conversion hereof may not be
assigned or otherwise transferred unless and until (i) the Company has received
an opinion of counsel for the Holder that such securities may be sold pursuant
to an exemption from registration under the Securities Act or (ii) a

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<PAGE>

registration statement relating to such securities has been filed by the Company
and declared effective by the Commission.

                  (a)      Each certificate for Common Stock issuable hereunder
                           shall bear a legend substantially worded as follows
                           unless such securities have been sold pursuant to an
                           effective registration statement under the Securities
                           Act:

                           "The securities represented by this certificate have
                           not been registered under the Securities Act of 1933,
                           as amended (the "Act") or any state securities laws.
                           The securities may not be offered for sale, sold,
                           assigned, offered, transferred or otherwise
                           distributed for value except (i) pursuant to an
                           effective registration statement under the Act or any
                           state securities laws or (ii) pursuant to an
                           exemption from registration or prospectus delivery
                           requirements under the Act or any state securities
                           laws in respect of which the Company has received an
                           opinion of counsel satisfactory to the Company to
                           such effect."

                  (b)      Except as otherwise provided in this Section 5, the
                           Debenture shall be stamped or otherwise imprinted
                           with a legend in substantially the following form:

                           "This Debenture and the securities represented hereby
                           have not been registered under the Securities Act of
                           1933, as amended, or any state securities laws and
                           may not be transferred in violation of such Act, the
                           rules and regulations thereunder or any state
                           securities laws or the provisions of this Debenture."

                  5.2 Notice of Proposed Transfers. Prior to any Transfer or
attempted Transfer of any Debenture or any shares of Restricted Common Stock,
the Holder shall give five (5) days' prior written notice (a "Transfer Notice")
to the Company of Holder's intention to effect such Transfer, describing the
manner and circumstances of the proposed Transfer, and obtain from counsel to
Holder an opinion that the proposed Transfer of such Debenture or such
Restricted Common Stock may be effected without registration under the
Securities Act or state securities laws. After the Company's receipt of the
Transfer Notice and opinion, such Holder shall thereupon be entitled to Transfer
such Debenture or such Restricted Common Stock, in accordance with the terms of
the Transfer Notice. Each certificate, if any, evidencing such shares of
Restricted Common Stock issued upon such Transfer and the Debenture issued upon
such Transfer shall bear the restrictive legends set forth in Section 5.1,
unless in the opinion of such counsel such legend is not required in order to
ensure compliance with the Securities Act.

                  5.3 Termination of Restrictions. Notwithstanding the foregoing
provisions of Section 5, the restrictions imposed by this Section upon the
transferability of the Debentures, the Common Stock issuable upon conversion and
the Restricted Common Stock (or Common Stock issuable upon the conversion of the
Debenture) and the legend requirements of Section 5.1 shall terminate as to any
particular Debenture or Restricted Common Stock (or Common Stock issuable upon
the conversion of the Debenture) (i) when and so long as such security shall
have been effectively registered under the Securities Act and applicable state

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securities laws and disposed of pursuant thereto or (ii) when the Company shall
have received an opinion of counsel that such shares may be transferred without
registration thereof under the Securities Act and applicable state securities
laws. Whenever the restrictions imposed by Section 5 shall terminate as to this
Debenture, as hereinabove provided, the Holder hereof shall be entitled to
receive from the Company upon written request of the Holder, at the expense of
the Company, a new Debenture bearing the following legend in place of the
restrictive legend set forth hereon:

                  "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN DEBENTURE
                  CONTAINED IN SECTION 5 HEREOF TERMINATED ON ___________, 20__,
                  AND ARE OF NO FURTHER FORCE AND EFFECT."

         All Debentures issued upon registration of transfer, division or
combination of, or in substitution for, any Debenture or entitled to bear such
legend shall have a similar legend endorsed thereon. Whenever the restrictions
imposed by this Section shall terminate as to any share of Restricted Common
Stock, as hereinabove provided, the holder thereof shall be entitled to receive
from the Company, at the Company's expense, a new certificate representing such
Common Stock not bearing the restrictive legends set forth in Section 5.1.

                  5.4 Listing on Securities Exchange. If the Company shall list
any shares of Common Stock on any securities exchange, it will, at its expense,
list thereon, maintain and, when necessary, increase such listing of, all shares
of Common Stock issued or, to the extent permissible under the applicable
securities exchange rules, issuable upon the conversion of this Debenture so
long as any shares of Common Stock shall be so listed during the Exercise
Period.

         6. Piggyback Registrations. If, at any time, the Company proposes or is
required to register any of its equity securities or securities convertible or
exchangeable for equity securities under the Securities Act (other than pursuant
to registrations on such form or similar form(s) solely for registration of
securities in connection with an employee benefit plan or dividend reinvestment
plan or a merger, consolidation or acquisition) on a registration statement on
Form S-1, Form SB-2 or Form S-3 (or an equivalent general registration form then
in effect), whether or not for its own account, the Company shall give prompt
written notice of its intention to do so to each of the Holders of record of the
Debentures. Upon the written request of any Holder, made within 15 days
following the receipt of any such written notice (which request shall specify
the maximum number of Common Stock issuable upon conversion of the Debenture
intended to be disposed of by such Holder and the intended method of
distribution thereof), the Company shall use its best efforts to cause all such
Common Stock, the Holders of which have so requested the registration thereof,
to be registered under the Securities Act (with the securities which the Company
at the time proposes to register) to permit the sale or other disposition by the
Holders (in accordance with the intended method of distribution thereof) of the
Common Stock to be so registered. There is no limitation on the number of such
piggyback registrations pursuant to the preceding sentence which the Company is
obligated to effect.

                  6.1 Abandonment or Delay. If, at any time after giving written
notice of its intention to register any equity securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such equity securities, the Company may, at its election,

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give written notice of such determination to all Holders and (i) in the case of
a determination not to register, shall be relieved of its obligation to register
any Common Stock issuable upon conversion of the Debenture in connection with
such abandoned registration, and (ii) in the case of a determination to delay
such registration of its equity securities, shall be permitted to delay the
registration of such Common Stock for the same period as the delay in
registering such other equity securities.

                  6.2 Holder's Right to Withdraw. Any Holder shall have the
right to withdraw its request for inclusion of its Common Stock in any
registration statement pursuant to this Section 6 by giving written notice to
the Company of its request to withdraw; provided, however, that (i) such request
must be made in writing prior to the earlier of the execution of the
underwriting agreement or the execution of the custody agreement with respect to
such registration, and (ii) such withdrawal shall be irrevocable and, after
making such withdrawal, a Holder shall no longer have any right to include such
Common Stock in the registration as to which such withdrawal was made.

                  6.3 Cutbacks. If the managing underwriter of any underwritten
offering shall inform the Company by letter of its belief that the number of
shares of Common Stock requested to be included in a registration under this
Section 6 would materially adversely affect such offering, then the Company will
include in such registration, first the securities proposed by the Company to be
sold for its own account and, second the Common Stock issuable upon conversion
and all other securities of the Company to be included in such registration to
the extent of the number and type, if any, which the Company is so advised can
be sold in (or during the time of) such offering, pro rata among the Holders
participating in such offering in accordance with the number of shares of Common
Stock held by each such Holder.

         7. Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder but in lieu of such
fractional shares, the Company shall make a cash payment therefor equal in
amount to the product of the applicable fraction multiplied by the Conversion
Price then in effect.

         8. Subordination. Any right of the Holder to payment of principal or
interest from the Company shall be subordinated to the claims and rights of the
holders of the Senior Debt ("Senior Debt Holders"). "Senior Debt" means all
Indebtedness of the Company other than the Debentures, whether outstanding on
the date of execution of this Debenture or thereafter created, incurred or
assumed, except (x) any such Indebtedness that by the terms of the instrument or
instruments by which such Indebtedness was created, assumed or incurred
expressly provides that it (i) is junior in right of payment to the Debentures
or (ii) ranks pari passu in right of payment with the Debentures and (y) any
amendments, modifications or supplements to, or any renewals, extensions,
deferrals, refinancing and refunding of, any of the foregoing. Any cash payment
of principal or interest to the Holder shall be collected, enforced or received
by the Holder as trustee for the Senior Debt Holders and paid over to the Senior
Debt Holders. The Holder agrees that in the event of any payment of principal or
interest by the Company to the Holder by reason of any receivership, insolvency
or bankruptcy proceeding, or proceeding for reorganization or readjustment of
the Company or its properties, or otherwise, then, in any such event, the Senior
Debt Holders shall be preferred in the payment of their claims over the claim of

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the Holder to payment of principal or interest against the Company or its
properties, and the claims of the Senior Debt Holders shall be first paid and
satisfied in full before any payment or distribution of any kind or character,
whether in cash or property, shall be made to the Holder. Provided, however,
that this Section 8 shall not apply to any payment of principal or interest made
to the Holder while the Company is solvent and not in default with respect to
its Senior Debt.

         9. Replacement of Debenture Certificate. Upon receipt of evidence
satisfactory to the Company of the certificate loss, theft, destruction or
mutilation of the Debenture certificate and, in the case of any such loss, theft
or destruction, upon delivery of a bond of indemnity satisfactory to the
Company, or, in the case of any such mutilation, upon surrender and cancellation
of the Debenture certificate, the Company will issue a new Debenture
certificate, of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Debenture certificate.

         10. Covenants of the Company.  So long as any of the Debentures  remain
outstanding, the Company shall:

                  (a)      At all times keep reserved the total number of shares
                           of Common Stock necessary for the conversion of all
                           of the then outstanding Debentures at the then
                           current Conversion Rate;

                  (b)      Not pay any  dividends  in cash  and/or  property  or
                           other  assets of the Company in respect of its Common
                           Stock or otherwise.

                  (c)      Not issue any debentures of the Company other than
                           the Debentures unless the rights of the holders of
                           such debentures are subordinated to the Debentures or
                           pari passu therewith, in which event the terms of the
                           subordination provision shall be similar to the terms
                           set forth in Section 9 of this Debenture;

                   (d)     Not enter into a loan secured by the property and/or
                           assets of the Company or any of its subsidiaries with
                           (i) any director, officer or 5% stockholder of the
                           Company, (ii) any entity in which a director, officer
                           or 5% stockholder has an interest as an officer,
                           director, partner, beneficiary of a trust or is a 5%
                           or more equity holder of such entity, or (iii) any
                           parent, spouse, child or grandchild of an officer,
                           director or 5% stockholder of the Company upon terms
                           no less favorable to the Company than those which
                           could be obtained from an "arms-length" lender; and

                  (e)      Not  redeem,  repurchase  or  otherwise  acquire  any
                           shares  of  the  common  or  preferred  stock  of the
                           Company.

         11. Default.  If any of the following  events (herein called "Events of
Default") shall occur:

                  (a)      if the Company shall default in the payment or
                           prepayment of any part of the principal of any of the

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                           Debentures after the same shall become due and
                           payable, whether at maturity or at a date fixed for
                           prepayment or by acceleration or otherwise, and such
                           default shall continue for more than 30 days; or

                  (b)      if the  Company  shall  default in the payment of any
                           installment  of interest on any of the Debentures for
                           more than 30 days after the same shall become due and
                           payable; or

                  (c)      if the  Company  shall  make  an  assignment  for the
                           benefit  of  creditors  or shall be unable to pay its
                           debts as they become due; or

                  (d)      if  the  Company   shall   dissolve;   terminate  its
                           existence; become insolvent on a balance sheet basis;
                           commence  a   voluntary   case   under  the   federal
                           bankruptcy  laws or under any other  federal or state
                           law relating to insolvency or debtor's relief; permit
                           the entry of a decree or order for relief against the
                           Company  in an  involuntary  case  under the  federal
                           bankruptcy laws or under any other applicable federal
                           or state  law  relating  to  insolvency  or  debtor's
                           relief;  permit  the  appointment  or  consent to the
                           appointment of a receiver,  trustee,  or custodian of
                           the Company or of any of the Company's property; make
                           an assignment for the benefit of creditors;  or admit
                           in writing to be failing  generally  to pay its debts
                           as such debts become due;

                  (e)      if the Company shall default in the performance of or
                           compliance with any agreement, condition or term
                           contained in this Debenture or any of the other
                           Debentures and such default shall not have been cured
                           within 30 days after such default,

                  (f)      Any of the representations or warranties made by the
                           Company herein, in the Subscription Agreement, or in
                           any certificate or financial or other statements
                           heretofore or hereafter furnished by or on behalf of
                           the Company in connection with the execution and
                           delivery of this Debenture or the Subscription
                           Agreement shall be false or misleading in any
                           material respect at the time made; or

                  (g)      Any money judgment, writ or warrant of attachment, or
                           similar process not covered by insurance in excess of
                           One Hundred Thousand Dollars ($100,000) in the
                           aggregate shall be entered or filed against the
                           Company or any of its properties or other assets and
                           shall remain unpaid, unvacated, unbonded or unstayed
                           for a period of thirty (30) days or in any event
                           later than ten (10) days prior to the date of any
                           proposed sale thereunder; or

then and in any such event the Holder of this Debenture shall have the option
(unless the default shall have theretofore been cured) by written notice to the
Company to declare the Debenture to be due and payable, whereupon the Debenture
shall forthwith mature and become due and payable, at the applicable prepayment

                                       10
<PAGE>

price on the date of such notice, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived, anything
contained in this Debenture to the contrary notwithstanding. Upon the occurrence
of an Event of Default, the Company shall promptly notify the Holder of this
Debenture in writing setting out the nature of the default in reasonable detail.

         12. Remedies on Default; Notice to Other Holders. In case any one or
more of the Events of Default shall occur, the Holder may proceed to protect and
enforce his or her rights by a suit in equity, action at law or other
appropriate proceeding, whether, to the extent permitted by law, for the
specific performance of any agreement of the Company contained herein or in aid
of the exercise of any power granted hereby. If any Holder of one or more of the
Debentures shall declare the same due and payable or take any other action
against the Company in respect of an Event of Default, the Company will
forthwith give written notice to the Holder of this Debenture, specifying such
action and the nature of the default alleged.

         13. Amendments. With the consent of the Holders of more than 50% in
aggregate principal amount of the Debentures at the time outstanding, the
Company, when authorized by a resolution of its Board of Directors, may enter
into a supplementary agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Debenture or
of any supplemental agreement or modifying in any manner the rights and
obligations of the holders of Debentures or Common Stock issued upon conversion
of the Debentures, and of the Company, provided, however, that no such
supplemental agreement shall (a) extend the fixed maturity of any Debenture, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or alter or impair the right to convert the same
into Common Stock at the rates and upon the terms provided in this Debenture,
without the consent of the Holder of each of the Debentures so affected, or (b)
reduce the aforesaid percentage of Debentures, the Holders of which are required
to consent to any supplemental agreement, without the consent of the Holders of
all Debentures then outstanding.

         14. Changes,  Waivers.  etc.  Neither this Debenture nor any provisions
hereof may be changed,  waived,  discharged or terminated  orally, but only by a
statement  in  writing  signed by the party  against  which  enforcement  of the
change,  waiver,  discharge  or  termination  is  sought,  except to the  extent
provided in Section 13 of this Debenture.

         16. Entire Agreement.  This Debenture embodies the entire agreement and
understanding  between  the  Holder and the  Company  and  supersedes  all prior
agreements and understandings relating to the subject matter hereof.

         17. Governing Law, Jurisdiction, etc.

                  (a)      It is the  intention  of the parties that the laws of
                           the State of Florida  shall  govern the  validity  of
                           this Debenture, the construction of its terms and the
                           interpretation  of  the  rights  and  duties  of  the
                           parties.

                  (b)      In the case of any dispute, question,  controversy or
                           claim  arising  among the parties  hereto which shall
                           arise out of or in  connection  with this  Debenture,
                           the same shall be submitted to  arbitration  before a

                                       11
<PAGE>

                           panel of three  arbitrators  in  Tampa,  Florida,  in
                           accordance with the rules of the American Arbitration
                           Association. One arbitrator shall be appointed by the
                           party or parties bringing the claims ("Claimant") and
                           one  arbitrator  shall be  appointed  by the party or
                           parties  defending  the  claim  ("Respondent").   The
                           arbitrators   selected  by  such  parties   shall  be
                           selected  within thirty (30) days after  notification
                           by  the  Claimant  to  the  Respondent  that  it  has
                           determined   to  submit   such   dispute,   question,
                           controversy   or  claim  to   arbitration.   The  two
                           arbitrators   so  selected   shall   select  a  third
                           arbitrator   within   thirty   (30)  days  after  the
                           selection of the arbitrator selected by such parties.
                           Should a party  fail to select an  arbitrator  within
                           the specified time period,  or should the arbitrators
                           selected  by the  parties  fail  to  select  a  third
                           arbitrator,  the missing  arbitrator  or  arbitrators
                           shall be  appointed by the Tampa,  Florida  office of
                           the American Arbitration Association. The decision of
                           the panel  shall be final and  binding on the parties
                           and   enforceable   in   any   court   of   competent
                           jurisdiction.  The costs of the  arbitration  will be
                           imposed   upon  the  Claimant   and   Respondent   as
                           determined by the arbitration  panel or, failing such
                           determination,  will be borne equally by the Claimant
                           and the  Respondent.  The  successful  or  prevailing
                           party  or  parties   shall  be  entitled  to  recover
                           reasonable  attorneys  fees in  addition to any other
                           relief to which it may be entitled.

                  (c)      In the event of any dispute, question, controversy or
                           claim arising among the parties hereto which shall
                           arise out of or in connection with this Debenture,
                           the parties shall keep the proceeding related to such
                           controversy in strict confidence and shall not
                           disclose the nature of said dispute, the status of
                           the proceeding or any testimony, documents or
                           information obtained or exchanged in the course of
                           said proceeding without the express written consent
                           of all parties to such dispute.

                                                  COLUMBIALUM, LTD.

[Corporate Seal]

                                                  By___________________________
                                                     Rene Morissette, President
Number: ______________________________________

Name of Holder: ______________________________

Principal: $__________________________________

Original Issue Date:__________________________

                                       12
<PAGE>

                                    EXHIBIT 1

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)


         The undersigned hereby irrevocably elects to convert $______________ of
the above Debenture No. _____ into _________ shares of Common Stock of
Columbialum, Ltd. (the "Company") according to the conditions set forth in such
Debenture, as of the date written below.

         The undersigned confirms the representations and warranties set forth
in the Subscription Agreement, and unless there has been an Event of Default or
the Debenture is called for prepayment, that the undersigned, together with its
affiliate will not, following this conversion, beneficially own more than 4.99%
of the outstanding Common Stock of the Company.



                                    __________________________________________
                                    Date of Conversion*


                                    __________________________________________
                                    Applicable Conversion Price


                                    __________________________________________
                                    Signature


                                    __________________________________________
                                    Name


                                    __________________________________________
                                    Address

                                    __________________________________________


*The original Debenture and this Notice of Conversion must be received by the
Company within five business days following the date of Conversion.

                                       13