AVENSYS INC.
                     (constituted under the laws of Quebec)

                                                            $487,500 No.: 2005-1

                         UNSECURED CONVERTIBLE DEBENTURE
                                 AT 15% INTEREST
                           MATURING SEPTEMBER 1, 2007

1.    PROMISE TO PAY

      1.1   AVENSYS INC. (the "Company"), for value received, hereby
            acknowledges that it owes and promises to pay to FONDACTION (the
            "Holder") or to its rightful claimants:

            1.1.1. the principal amount of four hundred and eighty-seven
                  thousand five hundred dollars ($487,500) in legal tender of
                  Canada (the "Principal Amount"), upon presentation and
                  surrender of this debenture at the Holder's address indicated
                  in section 9 hereof; plus

            1.1.2. subject to subsection 1.2, the interest on the Principal
                  Amount at the rate of fifteen percent (15%) per annum
                  effective herefrom or from the last date of payment of
                  interest on which the interest was paid or made available for
                  payment, whichever of these dates is most recent, up to
                  payment in full of the Principal Amount. The Company shall
                  send a cheque for this amount of interest to the Holder's
                  address indicated in section 9 hereof, no less than three (3)
                  days prior to each payment date, by postage-paid mail. The
                  sending of such a cheque shall discharge the obligation to pay
                  the interest on this debenture up to the amount it represents,
                  unless this cheque is dishonoured upon presentation for
                  payment.

      1.2   The interest shall be payable monthly on the first day of each month
            effective from April 1, 2005 until September 1, 2007 (the "Maturity
            Date").

      1.3   Subject to a case of default, as stipulated in section 7 hereof, the
            Principal Amount shall be due and payable by the Company on the
            Maturity Date. Any balance, if one exists, shall be payable no later
            than the Maturity Date in legal tender of Canada.

      1.4   In case of default, the interest on the Principal Amount on the
            interest payable shall accrue throughout the period of the said
            default at the rate of 18% per annum, computed daily and compounded
            annually, and such interest shall be payable on demand.


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2.    REPAYMENT OF THE DEBENTURE

      2.1.  The Holder shall be entitled to require repayment of the debenture
            before the Maturity Date in case of default, as stipulated in
            section 7 hereof.

      2.2.  At any time, the Company or C-CHIP TECHNOLOGIES CORPORATION
            ("C-CHIP") may prepay the debenture, but only in full, including the
            Principal Amount and the interest, before the Maturity Date without
            penalty ("Prepayment"), on condition that it honours all of the
            following conditions:

            2.2.1. the Company or C-CHIP shall notify the Holder, by registered
                  mail, no less than forty-five (45) days prior to the
                  Prepayment Date, of its intention to exercise its right of
                  Prepayment, which notice shall specify the exact Prepayment
                  Date; ("Notice of Prepayment")

            2.2.2. the Prepayment shall cover the totality of the Principal
                  Amount and the Interest Owing and shall not be partial.

      2.3.  In such case, the Holder, within thirty (30) days preceding the
            deemed Prepayment Date stipulated in the Notice of Prepayment, may
            convert the amount of the Principal Amount and the Interest Owing
            into Restricted C-Chip Shares ("Notice of Conversion"), the whole
            according to the terms, conditions and provisions of the right
            conferred on the Holder under the terms of section 3 of this
            debenture. In such case, the provisions of section 3 of the
            debenture shall apply.

      2.4.  In the event that FONDACTION does not send the Notice of Conversion,
            the Company or C-CHIP may repay the totality of the debenture in
            principal and interest without penalty on the Prepayment Date.

3.    RIGHT OF CONVERSION AT THE HOLDER'S OPTION

      3.1.  For the purposes hereof:

            3.1.1. "Restricted C-CHIP Share(s)" means the C-CHIP voting and
                  participating common shares traded on the OTCBB;

            3.1.2. "C-CHIP" means C-CHIP TECHNOLOGIES CORPORATION or any entity
                  succeeding it by merger or otherwise;


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            3.1.3. "Conversion Date" means the date when the Holder sends its
                  notice accompanied by the debenture in accordance with
                  subsection 3.2;

            3.1.4. "Interest Owing" means the amount of interest stipulated in
                  paragraph 1.1.2 due on the Conversion Date;

            3.1.5. "OTCBB" means the American Over-the-Counter Bulletin Board
                  exchange;

            3.1.6. "Conversion Price" means the average price in US dollars of
                  the voting and participating share of C-CHIP's share capital
                  weighted by volume, traded on the Over-the-Counter Bulletin
                  Board exchange or any other exchange during the ten (10) days
                  preceding the Conversion Date, from which a discount shall be
                  deducted representing 17.5% of the said weighted average per
                  share;

            3.1.7. "Exchange Rate" means the price payable in Canadian dollars
                  to purchase one (1) US dollar according to the closing price
                  the date before the conversion as determined by the Bank of
                  Canada.

      3.2.  The Holder shall be entitled, at its option and at any time, to
            convert this debenture or any portion thereof (and the interest due)
            into a number of Restricted C-Chip Shares that it determines
            according to the Conversion Price, by surrendering the debenture,
            accompanied by a duly completed Notice of Conversion, to the Company
            with a copy to C-CHIP at any time, during normal business hours, at
            the address indicated in section 9 hereof. The number of Restricted
            C-Chip Shares ("A") to which the Holder will be entitled shall be
            determined by adding the Principal Amount of the debenture ("C") and
            the Interest Owing ("I") multiplied by the Exchange Rate ("T")
            divided by the Conversion Price ("P"), as presented by the following
            formula:

                               A = [(C+I) X T] / P

            The Company and C-CHIP acknowledge that the conversion mechanism
            stipulated herein constitutes a stipulation for another party for
            the sole benefit of the Holder, which formally accepts it.

      3.3.  Once the Holder complies with the provisions of subsection 3.2, the
            number of Restricted C-Chip Shares that must be issued following the
            Notice of Conversion shall be deemed to have been issued and the
            Holder shall be deemed to become the registered holder of these
            Restricted C-Chip Shares as at the date of the Notice of Conversion.


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      3.4.  C-CHIP, subject to the conditions applicable in securities matters,
            and no later than ten (10) days after the Conversion Date, shall
            remit to the Holder a share certificate registered in the Holder's
            name or in the name of any other person indicated in the Notice of
            Conversion for the number of Restricted C-Chip Shares to which the
            Holder is entitled.

      3.5.  If the Holder elects to convert the totality of the Principal Amount
            then outstanding and the unpaid Interest Owing, if applicable, the
            issuance of the share certificates registered in the Holder's name
            or in the name of any other person indicated in the Notice of
            Conversion for the number of Restricted C-Chip Shares to which the
            Holder is entitled, subject to the conditions applicable in
            securities matters, shall constitute the fulfillment of all the
            obligations of the Company and of C-CHIP hereunder, such that any
            amount payable pursuant to this debenture shall be deemed to have
            been paid.

      3.6.  The Holder may elect to convert less than the totality of the
            Principal Amount then outstanding and the interest accrued and
            unpaid. In such a case, upon conversion of this debenture, the
            Holder shall also be entitled to receive a new debenture in respect
            of the Principal Amount of this unconverted debenture, on the same
            terms and conditions as those hereof.

      3.7.  The Company and C-CHIP undertake to the Holder, as long as a right
            to the conversion pertaining to this debenture can be exercised, to
            ensure that all the Restricted C-Chip Shares issued upon conversion
            of this debenture are duly and validly issued as Restricted C-Chip
            Shares, fully paid-up and non-callable, free of any preferred
            subscription or other right, and to keep available for purposes of
            issuance, free of any preferred subscription or other right, a
            sufficient number of authorized but unissued Restricted C-Chip
            Shares.

      3.8.  No fractional Restricted C-Chip Shares shall be issued upon
            conversion and the number of Restricted C-Chip Shares issuable upon
            conversion shall be rounded to the nearest whole number of
            Restricted C-Chip Shares (one half of a Restricted C-Chip Share
            being rounded upward).

      3.9.  Effective from the date of signing and execution hereof and as long
            as the Holder will be a creditor or shareholder of C-CHIP, C-CHIP
            undertakes the following:

            3.9.1. if the Holder converts this debenture, at its option, into
                  Restricted C-Chip Shares, then C-CHIP undertakes, if the
                  Holder makes a written application to C-CHIP for this purpose,
                  to prepare and file an SB-2 form and any other document with
                  the competent securities authorities to which C-CHIP is
                  subject, at the Holder's expense, within forty-five (45) days
                  of the Holder's application, in accordance with the applicable
                  laws, and to commit any other necessary act so that the
                  Restricted C-Chip Shares held by the Holder can be traded and
                  transacted freely on the OCTBB. In such case, the Holder shall
                  not be required to assume fees of more than twenty-five
                  thousand Canadian dollars (CA$25,000); and


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<PAGE>

            3.9.2. C-CHIP undertakes to keep the Holder regularly informed of
                  the filing by C-CHIP of the next SB-2 form that will be filed
                  with the regulators, so as to enable it to convert this
                  debenture so that the Restricted C-Chip Shares that will then
                  be issued are presented immediately to the securities
                  regulators to which C-CHIP is subject under the SB-2
                  application in preparation. If the Holder gives C-CHIP written
                  notice that it wishes to subject the Restricted C-Chip Shares
                  to this new SB-2 form, then C-CHIP undertakes to take all the
                  necessary steps, at its own expense, so that the Restricted
                  C-Chip Shares held by the Holder are included in this SB-2
                  form in order that the Restricted C-Chip Shares held by the
                  Holder can be traded and transacted freely on the OCTBB; and

            3.9.3. if C-CHIP or the Company proceeds with Prepayment of this
                  debenture and the Holder thereby exercises the right of
                  conversion to Restricted C-Chip Shares under the terms of the
                  debenture, then C-CHIP undertakes, if the Holder so requests
                  in writing, at C-CHIP's expense, to prepare and file an SB-2
                  form and any other document with the competent securities
                  authorities to which C-CHIP is subject, within forty-five (45)
                  days of the Holder's application, in accordance with the
                  applicable laws, and to commit any act necessary so that the
                  Restricted C-Chip Shares held by the Holder that will be
                  issued can be traded and transacted freely on the OCTBB after
                  the filing of the SB-2 form.

            3.10. In the event that C-CHIP goes beyond the forty-five (45) day
                  time limit granted for it to finalize and file an SB-2 form as
                  described in subsection 3.9 or defaults on any of the
                  obligations incumbent on it under the terms of subsection 3.9,
                  then C-CHIP shall pay on demand to FONDACTION the punitive
                  damages payable, which shall be equivalent to one percent (1%)
                  of the value of the Restricted C-Chip Shares which are or
                  should have been the object of the SB-2 form for each
                  successive period of thirty (30) late days computed from the
                  date when the SB-2 form should have been filed with the
                  regulators. As it chooses, C-CHIP shall have the option to pay
                  the punitive damages payable to FONDACTION, either in cash or
                  in totally negotiable C-CHIP shares.


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4.    ADJUSTMENT

      4.1.  If any of the following events (an "Operation") occurs at any time
            prior to the Conversion Date:

            a)    an amendment of C-CHIP's share capital by way of a subdivision
                  or a split of the outstanding Restricted C-Chip Shares, an
                  exchange for outstanding Restricted C-Chip Shares for shares
                  of any other class of C-CHIP's share capital, or a
                  consolidation of the outstanding Restricted C-Chip Shares into
                  a smaller number;

            b)    a combination or a merger of C-CHIP with any other company or
                  entity (other than a combination or a merger which does not
                  result in a reclassification of C-CHIP's outstanding
                  Restricted C-Chip Shares or a change of C-CHIP's outstanding
                  Restricted C-Chip Shares or a change of the Restricted C-Chip
                  Shares into other shares or securities;

            c)    a declaration by C-CHIP of a dividend on C-CHIP's Restricted
                  C-Chip Shares payable in Restricted C-Chip Shares or in
                  securities convertible into Restricted C-Chip Shares;

            d)    any other event concerning any C-CHIP's shares of any class,
                  including C-CHIP's Restricted C-Chip Shares, then outstanding
                  and capable of adversely affecting or altering the rights
                  attached to the Restricted C-Chip Shares;

            then the Holder shall be entitled, after the Operation, to convert
            the debenture into shares, securities, cash or other assets of the
            same kind and for the same amounts receivable as if the Holder had
            exercised its conversion right immediately prior to the Operation
            and participated in the Operation subsequently.

5.    ISSUE IN REPLACEMENT UPON LOSS OF THE DEBENTURE

      5.1   In case of deterioration, loss, destruction or theft of the
            debenture, the Company, subject to subsection 5.2, shall issue, sign
            and deliver a new debenture having the same date, the same Principal
            Amount and the same content as the deteriorated, lost, destroyed or
            stolen debenture, in exchange for and in replacement of the
            deteriorated debenture and its cancellation, or in replacement of
            the lost, destroyed or stolen debenture.

      5.2   The Holder shall assume the cost of issuance and also, as a
            precondition to the issuance of the debenture, shall furnish the
            Company with proof of deterioration, loss, destruction or theft of
            the debenture thus deteriorated, lost, destroyed or stolen that is
            reasonably acceptable to the Company, and the Holder may be required
            to furnish to the Company, at the Company's option, an indemnity in
            the amount and form satisfactory to it and to pay the reasonable
            expenses incurred by the Company in this regard.


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6.    GENERAL COMMITMENTS OF THE COMPANY AND C-CHIP

      The Company agrees and undertakes to the Holder:

      6.1   to pay or order payment of the Principal Amount on the Maturity
            Date;

      6.2   to pay punctually or order punctual payment of the accrued interest
            (including, in case of default, the interest on all the outstanding
            amounts) on the dates, at the place and in the manner mentioned
            herein;

      6.3   to maintain its existence at all times and carry on its activities
            in a correct, efficient and regular manner in accordance with sound
            business practices for a similar enterprise.

      The Company and C-CHIP agree and undertake jointly and severally to the
      Holder:

      6.4   to obtain all the necessary authorizations from the regulators
            having jurisdiction over the Company's securities, so that the
            Holder can benefit from its rights under the terms of this debenture
            and, without limiting the generality of the foregoing, so that the
            Holder can benefit from the conversion and adjustment rights
            stipulated in sections 3 and 4 of this debenture;

      6.5   to pay all the issue expenses of Restricted C-Chip Shares under the
            terms of this debenture and, without limiting the generality of the
            foregoing, all the legal fees and all the fees required to obtain
            the necessary authorizations from the regulators having jurisdiction
            over the C-CHIP securities so that the Holder can benefit from its
            rights under the terms of this debenture;

      6.6   to take all the necessary steps so that the delivery to the Holder
            of any certificate representing C-CHIP's Restricted C-Chip Shares
            pursuant to the provisions of this debenture includes the warranty
            that these Restricted C-Chip Shares have been validly issued and are
            outstanding, fully paid-up and non-callable.

7.    DEFAULT AND EXECUTION

      7.1   A case of default will occur if:

            7.1.1 the Company does not pay the Principal Amount or the Penalty
                  when these amounts become payable pursuant to the provisions
                  hereof and this default continues for a period of ten (10)
                  days after the Company has received a notice to this effect;


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            7.1.2 the Company omits the payment of any interest payable on the
                  debenture and this default continues for a period of ten (10)
                  days after the Company has received a notice to this effect;

            7.1.3 an order is issued or a resolution is adopted for the winding
                  up or liquidation of the Company or one of its major
                  subsidiaries, or if the Company or one of its subsidiaries
                  makes a proposal or assigns its property for the benefit of
                  its creditors, or if a petition in bankruptcy is filed against
                  the Company or one of its subsidiaries, or a trustee is
                  appointed for it under the Bankruptcy and Insolvency Act
                  (Canada) or the Companies' Creditors Arrangements Act (Canada)
                  or under any insolvency legislation, or if a seizure (unless
                  the seizure is validly contested by the Company or, as the
                  case may be, the subsidiary) or a judgment is executed against
                  all or any material portion of the property of the Company or,
                  as the case may be, of one of its subsidiaries;

            7.1.4 the Company omits to perform or observe any other commitment
                  or condition hereof or of the debenture purchase agreement
                  entered into on the same day with the Holder and this default
                  continues for a period of ten (10) days after the Company has
                  received a notice to this effect;

            7.1.5 the Company or one of its subsidiaries loses its legal
                  existence or ceases to operate, in the normal course of its
                  business, a substantial part of its enterprise, except with
                  the Holder's prior consent;

            7.1.6 a case of default, within the meaning defined in any contract
                  or commitment of the Company or of one of its subsidiaries,
                  occurs and continues, which may materially and adversely
                  affect the property of the Company or of one of its
                  subsidiaries, its activities or its financial position;

            provided, however, that if the Company remedies such case of default
            or if there is a waiver by the beneficiary, then the case of default
            hereunder shall also be deemed to have been remedied.

      7.2   Subject to subsection 7.3, if a case of default occurs or continues,
            the Holder, at its option, by written notice given to the Company
            and to C-CHIP in the manner stipulated in section 9, may (i) request
            repayment of the debenture, and the Company then shall pay a price
            equivalent to the total of the Principal Amount then outstanding
            plus the interest accrued and unpaid as at that date, or (ii)
            request the conversion of the debenture according to the conditions
            of section 3. When it occurs, the payment or the conversion
            stipulated in this section shall be deemed to release the Company
            from its obligations hereunder, such that any amount payable
            pursuant to this debenture shall be deemed to have been paid.


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      7.3   When a case of default has occurred, the Holder, at its option, may
            exercise its rights by any recourse, action, suit or proceeding
            authorized or permitted by law and may produce its evidence or other
            documents necessary or desirable so that the Holder's claims are
            considered in any winding-up or liquidation or other proceeding in
            respect of the Company.

      7.4   No waiver of a case of default by the Holder shall have effect
            unless the Holder has consented to and signed this waiver. The
            exercise by the Holder of a right or remedy stipulated herein or
            otherwise does not imply a waiver by the Holder of this default or a
            waiver of the exercise of any other right or remedy. In delaying to
            exercise or in not exercising a right or a remedy granted hereby,
            the Holder shall not thereby waive this right or remedy, and the
            occasional or partial exercise of such right or remedy shall not
            prevent the Holder from availing itself of such right or remedy
            again or from exercising all the other rights and remedies granted
            to it under the terms hereof or otherwise.

      7.5   The rights and remedies granted to the Holder hereunder are
            cumulative and are simply added to the other rights and remedies
            that the laws of Quebec or of any other jurisdiction confer on it.
            The exercise by the Holder of a right or a remedy following a
            default or following the non-performance of a commitment or an
            obligation stipulated herein shall not imply any waiver and shall
            not affect or exclude any other right or remedy then open to the
            Holder.

8.    ASSIGNABILITY OF THE DEBENTURE

      Subject to the conditions stipulate din this debenture and the applicable
      provisions in securities matters, the Holder may sell, transfer, dispose
      of, pledge, alienate or otherwise assign the debenture in any manner
      whatsoever on simple notice to the Company.

9.    NOTICE

      Every notice or every other communication that must be given hereunder
      shall be given in writing and transmitted by registered or certified mail
      or by fax (on condition that it is followed by a copy by courier and that
      its receipt is assured) or delivered in person to the addresses mentioned
      hereinafter or to any other address or other fax number that may be
      designated by one of the parties in a written notice delivered to all the
      other parties:


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      9.1   to the Holder:

            FONDACTION, Le Fonds de developpement
            de la Confederation des syndicates nationaux
            pour la cooperation et l'emploi
            2175 Boul. de Maisonneuve Est, Suite 103
            Montreal (Quebec) H2K 4S3
            To the attention of the Chief Investment Officer
            Telephone: (514) 525-5505 or (800) 253-6665
            Fax: (514) 525-0863

      9.2   to the Company:

            AVENSYS INC.
            880 Selkirk
            Pointe-Claire (Quebec) H9R 3S3

            To the attention of the President
            Telephone: (514) 428-6766 #222
            Fax: (514) 428-1433

      9.2.1 to C-CHIP TECHNOLOGIES CORPORATION

            C-CHIP TECHNOLOGIES CORPORATION
            4710 Rue St-Ambroise, Suite 227
            Montreal (Quebec) H4C 2C7

            To the attention of Mr. Stephane Solis
            Telephone: (514) 337-2447
            Fax: (514) 397-0985

      Every notice or document given or transmitted hereunder shall be deemed
      delivered and received upon its delivery or its transmittal by fax during
      business hours or on the third business day following its mailing, when
      the postal service is operating normally, as the case may be.

10.   INTERPRETATION

      The division of the debenture into sections and the insertion of headings
      only serve for the purposes of consultation and shall have no effect on
      the interpretation hereof.

11.   SUBJECTION

      The debenture shall be governed and interpreted in accordance to the law
      applicable in Quebec.


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12.   EFFECTIVE DATE

      Notwithstanding the date of signing and execution of this debenture, the
      parties agree that the effective date of this debenture is February 28,
      2005.

IN WITNESS WHEREOF, this debenture has been duly signed, executed and delivered
by the Company on April .... 2005.

AVENSYS INC.


Per: /s/ Martin D'Amours
     --------------------------------
     Martin D'AMOURS
     President

INTERVENING HEREIN is C-CHIP, which declares that it has taken cognizance of
this debenture and is bound by each of the terms, commitments and obligations
stipulated in this debenture.

C-CHIP TECHNOLOGIES CORPORATION


Per: /s/ Stephane Solis
     --------------------------------
     Stephane SOLIS


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                                    TRANSFER

For value received, the undersigned hereby assigns and transfers to
_________________________ this debenture, as well as the Principal Amount then
outstanding and the interest accrued and unpaid, and hereby irrevocably
constitutes and appoints _______________________________ as proxy to transfer
the debenture in the ledgers kept by the Company with full powers of
substitution in this regard.

(Date) _________________________________

In the presence of: _____________________________

                              NOTICE OF CONVERSION

The undersigned hereby elects to convert _________________ dollars (indicate the
Principal Amount then outstanding and the interest and the Penalty, if any) into
Restricted C-Chip Shares (or any other share arising from the redesignation or
reclassification of these shares) on the conditions set out in the debenture
according to the conditions stipulated:

o     in section 3 of the debenture

(Print the name in which the shares issued upon conversion must be issued,
delivered and registered)

---------------------------------------
(Name)

---------------------------------------
(Address)

---------------------------------------
(City, Province and Postal Code)


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