THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
144 OR REGULATION S UNDER SAID ACT.


                          SECURED CONVERTIBLE DEBENTURE

Tierra Verde, Florida
September 20, 2002                                                      $100,000

        FOR VALUE RECEIVED, SeaView Video Technology, Inc, a Nevada corporation
(hereinafter called the "Borrower"), hereby promises to pay to the order of AJW
Qualified Partners, LLC or registered assigns (the "Holder") the sum of One
Hundred Thousand Dollars ($100,000), on September 20, 2003 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at the rate
of twelve percent (12%) per annum from September 20, 2002 (the "Issue Date")
until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise. Any amount of principal or interest on this
Debenture which is not paid when due shall bear interest at the rate of fifteen
percent (15%) per annum from the due date thereof until the same is paid
("Default Interest"). Interest shall commence accruing on the issue date, shall
be computed on the basis of a 365-day year and the actual number of days elapsed
and shall be payable, at the option of the Holder, either quarterly on March 31,
June 30, September 30 and December 31 of each year beginning on September 30,
2002, or at the time of conversion of the principal to which such interest
relates in accordance with Article I below. All payments due hereunder (to the
extent not converted into common stock, $.001 par value per share, of the
Borrower (the "Common Stock") in accordance with the terms hereof) shall be made
in lawful money of the United States of America or, at the option of the
Borrower, in whole or in part, in shares of Common Stock of the Borrower valued
at the then applicable Conversion Price (as defined herein). All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by
written notice made in accordance with the provisions of this Debenture.
Whenever any amount expressed to be due by the terms of this Debenture is due on
any day which is not a business day, the same shall instead be due on the next
succeeding day which is a business day and, in the case of any interest payment
date which is not the date on which this Debenture is paid in full, the
extension of the due date thereof shall not be taken into account for purposes
of determining the amount of interest due on such date. As used in this
Debenture, the term "business day" shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of New York, New York are
authorized or required by law or executive order to remain closed. Each
capitalized term used herein, and not otherwise defined, shall have the meaning
ascribed thereto in that certain Securities Purchase Agreement, dated September
20, 2002, pursuant to which this Debenture was originally issued (the "Purchase
Agreement").

        This Debenture is free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose
personal liability upon the holder thereof. The obligations of the Borrower
under this Debenture shall be secured by that certain Security Agreement dated
by and between the Borrower and the Holder of even date herewith.

               The following terms shall apply to this Debenture:


                                       1



                          ARTICLE I. CONVERSION RIGHTS

        1.1 Conversion Right. The Holder shall have the right from time to time,
and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the
date of payment of the Default Amount (as defined in Article III) pursuant to
Section 1.6(a) or Article III, the Optional Prepayment Amount (as defined in
Section 5.1 or any payments pursuant to Section 1.7, each in respect of the remaining
outstanding principal amount of this Debenture to convert all or any part of the
outstanding and unpaid principal amount of this Debenture into fully paid and
non-assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified at the
conversion price (the "Conversion Price") determined as provided herein (a
"Conversion"); provided, however, that in no event shall the Holder be
entitled to convert any portion of this Debenture in excess of that portion of
this Debenture upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than
shares of Common Stock which may be deemed beneficially owned through the
ownership of the unconverted portion of the Debentures or the unexercised or
unconverted portion of any other security of the Borrower (including, without
limitation, the warrants issued by the Borrower pursuant to the Purchase
Agreement) subject to a limitation on conversion or exercise analogous to the
limitations contained herein) and (2) the number of shares of Common Stock
issuable upon the conversion of the portion of this Debenture with respect to
which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.9% of the
outstanding shares of Common Stock. For purposes of the proviso 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 Regulations 13D-G thereunder, except as otherwise provided in
clause (1) of such proviso. The Holder of this Debenture may waive the
limitations set forth herein by sixty-one (61) days written notice to the
Company. The number of shares of Common Stock to be issued upon each conversion
of this Debenture shall be determined by dividing the Conversion Amount (as
defined below) by the applicable Conversion Price then in effect on the date
specified in the notice of conversion, in the form attached hereto as Exhibit A
(the "Notice of Conversion"), delivered to the Borrower by the Holder in
accordance with Section 1.4 below; provided that the Notice of Conversion is
submitted by facsimile (or by other means resulting in, or reasonably expected
to result in, notice) to the Borrower before 6:00 p.m., New York, New York time
on such conversion date (the "Conversion Date"). The term "Conversion Amount"
means, with respect to any conversion of this Debenture, the sum of (1) the
principal amount of this Debenture to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such principal amount at
the interest rates provided in this Debenture to the Conversion Date plus
(3) Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus (4) at the Holder's option, any
amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
pursuant to Section 2(c) of that certain Registration Rights Agreement, dated as
of September 20, 2002, executed in connection with the initial issuance of this
Debenture and the other Debentures issued on the Issue Date (the "Registration
Rights Agreement").


                                       2


        1.2 Conversion Price.

  (a) Calculation of Conversion Price. The Conversion Price shall be the lesser
      of (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed
      Conversion Price (as defined herein) (subject, in each case, to equitable
      adjustments for stock splits, stock dividends or rights offerings by the
      Borrower relating to the Borrower's securities or the securities of any
      subsidiary of the Borrower, combinations, recapitalization, reclassifications,
      extraordinary distributions and similar events). The "Variable Conversion
      Price" shall mean the Applicable Percentage (as defined herein) multiplied
      by the Market Price (as defined herein). "Market Price" means the average
      of the lowest three (3) Trading Prices (as defined below) for the Common
      Stock during the twenty (20) Trading Day period ending one Trading Day prior
      to the date the Conversion Notice is sent by the Holder to the Borrower via
      facsimile (the "Conversion Date"). "Trading Price" means, for any security
      as of any date, the intraday trading price on the Over-the-Counter Bulletin
      Board (the "OTCBB") as reported by a reliable reporting service mutually
      acceptable to and hereafter designated by Holders of a majority in interest
      of the Debentures and the Borrower or, if the OTCBB is not the principal
      trading market for such security, the intraday trading price of such security
      on the principal securities exchange or trading market where such security
      is listed or traded or, if no intraday trading price of such security is
      available in any of the foregoing manners, the average of the intraday
      trading prices of any market makers for such security that are listed in
      the "pink sheets" by the National Quotation Bureau, Inc. If the Trading
      Price cannot be calculated for such security on such date in the manner
      provided above, the Trading Price shall be the fair market value as
      mutually determined by the Borrower and the holders of a majority in interest
      of the Debentures being converted for which the calculation of the Trading
      Price is required in order to determine the Conversion Price of such
      Debentures. "Trading Day" shall mean any day on which the Common Stock is
      traded for any period on the OTCBB, or on the principal securities exchange
      or other securities market on which the Common Stock is then being traded.
      "Applicable Percentage" shall mean 50.0%. The "Fixed Conversion Price"
      shall mean $0.075.

  (b) Conversion Price During Major Announcements. Notwithstanding anything
      contained in Section 1.2(a) to the contrary, in the event the Borrower (i)
      makes a public announcement that it intends to consolidate or merge with
      any other corporation (other than a merger in which the Borrower is the
      surviving or continuing corporation and its capital stock is unchanged) or
      sell or transfer all or substantially all of the assets of the Borrower or
      (ii) any person, group or entity (including the Borrower) publicly announces
      a tender offer to purchase 50% or more of the Borrower's Common Stock
      (or any other takeover scheme) (the date of the announcement referred to
      in clause (i) or (ii) is hereinafter referred to as the "Announcement Date"),
      then the Conversion Price shall, effective upon the Announcement Date and
      continuing through the Adjusted Conversion Price Termination Date (as
      defined below), be equal to the lower of (x) the Conversion Price which
      would have been applicable for a Conversion occurring on the Announcement
      Date and (y) the Conversion Price that would otherwise be in effect. From
      and after the Adjusted Conversion Price Termination Date, the Conversion
      Price shall be determined as set forth in this Section 1.2(a). For purposes
      hereof, "Adjusted Conversion Price Termination Date" shall mean, with respect
      to any proposed transaction or tender offer (or takeover scheme) for which
      a public announcement as contemplated by this Section 1.2(b) has been made,
      the date upon which the Borrower (in the case of clause (i) above) or the
      person, group or entity (in the case of clause (ii) above) consummates or
      publicly announces the termination or abandonment of the proposed
      transaction or tender offer (or takeover scheme) which caused this Section
      1.2(b) to become operative.

                                       3


        1.3 Authorized Shares. The Borrower covenants that during the period the
conversion right exists, the Borrower will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of
this Debenture and the other Debentures issued pursuant to the Purchase
Agreement. The Borrower is required at all times to have authorized and reserved
two times the number of shares that is actually issuable upon full conversion of
the Debentures (based on the Conversion Price of the Debentures or the Exercise
Price of the Warrants in effect from time to time) (the "Reserved Amount"). The
Reserved Amount shall be increased from time to time in accordance with the
Borrower's obligations pursuant to Section 4(h) of the Purchase Agreement. The
Borrower represents that upon issuance, such shares will be duly and validly
issued, fully paid and non-assessable. In addition, if the Borrower shall issue
any securities or make any change to its capital structure which would change
the number of shares of Common Stock into which the Debentures shall be
convertible at the then current Conversion Price, the Borrower shall at the same
time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive rights,
for conversion of the outstanding Debentures. The Borrower (i) acknowledges that
it has irrevocably instructed its transfer agent to issue certificates for the
Common Stock issuable upon conversion of this Debenture, and (ii) agrees that
its issuance of this Debenture shall constitute full authority to its officers
and agents who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock in
accordance with the terms and conditions of this Debenture.

If, at any time a Holder of this Debenture submits a Notice of Conversion, and
the Borrower does not have sufficient authorized but unissued shares of Common
Stock available to effect such conversion in accordance with the provisions of
this Article I (a "Conversion Default"), subject to Section 4.8, the Borrower
shall issue to the Holder all of the shares of Common Stock which are then
available to effect such conversion. The portion of this Debenture which the
Holder included in its Conversion Notice and which exceeds the amount which is
then convertible into available shares of Common Stock (the "Excess Amount")
shall, notwithstanding anything to the contrary contained herein, not be
convertible into Common Stock in accordance with the terms hereof until (and at
the Holder's option at any time after) the date additional shares of Common
Stock are authorized by the Borrower to permit such conversion, at which time
the Conversion Price in respect thereof shall be the lesser of (i) the
Conversion Price on the Conversion Default Date (as defined below) and (ii) the
Conversion Price on the Conversion Date thereafter elected by the Holder in
respect thereof. In addition, the Borrower shall pay to the Holder payments
("Conversion Default Payments") for a Conversion Default in the amount of (x)
the sum of (1) the then outstanding principal amount of this Debenture
plus (2) accrued and unpaid interest on the unpaid principal amount of this
Debenture through the Authorization Date (as defined below) plus (3) Default
Interest, if any, on the amounts referred to in clauses (1) and/or (2), multiplied by (y) .24,
multiplied by (z) (N/365), where N = the number of days from the day the
holder submits a Notice of Conversion giving rise to a Conversion Default (the
"Conversion Default Date") to the date (the "Authorization Date") that the
Borrower authorizes a sufficient number of shares of Common Stock to effect
conversion of the full outstanding principal balance of this Debenture. The
Borrower shall use its best efforts to authorize a sufficient number of shares
of Common Stock as soon as practicable following the earlier of (i) such time
that the Holder notifies the Borrower or that the Borrower otherwise becomes
aware that there are or likely will be insufficient authorized and unissued
shares to allow full conversion thereof and (ii) a Conversion Default. The
Borrower shall send notice to the Holder of the authorization of additional
shares of Common Stock, the Authorization Date and the amount of Holder's
accrued Conversion Default Payments. The accrued Conversion Default Payments for
each calendar month shall be paid in cash or shall be convertible into Common
Stock (at such time as there are sufficient authorized shares of Common Stock)
at the applicable Conversion Price, at the Holder's option, as follows:


                                       4


  (a) In the event Holder elects to take such payment in cash, cash payment shall
      be made to Holder by the fifth (5th) day of the month following the month
      in which it has accrued; and

  (b) In the event Holder elects to take such payment in Common Stock, the Holder
      may convert such payment amount into Common Stock at the Conversion Price
      (as in effect at the time of conversion) at any time after the fifth day of
      the month following the month in which it has accrued in accordance with
      the terms of this Article I (so long as there is then a sufficient number
      of authorized shares of Common Stock).

  The Holder's election shall be made in writing to the Borrower at any time prior
to 6:00 p.m., New York, New York time, on the third day of the month following
the month in which Conversion Default payments have accrued. If no election is
made, the Holder shall be deemed to have elected to receive cash. Nothing herein
shall limit the Holder's right to pursue actual damages (to the extent in excess
of the Conversion Default Payments) for the Borrower's failure to maintain a
sufficient number of authorized shares of Common Stock, and each holder shall
have the right to pursue all remedies available at law or in equity (including
degree of specific performance and/or injunctive relief).

        1.4 Method of Conversion.

  (a) Mechanics of Conversion. Subject to Section 1.1, this Debenture may be
      converted by the Holder in whole or in part at any time from time to time
      after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion
      (by facsimile or other reasonable means of communication dispatched on the
      Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject
      to Section 1.4(b), surrendering this Debenture at the principal office of
      the Borrower.

  (b) Surrender of Debenture Upon Conversion. Notwithstanding anything to the
      contrary set forth herein, upon conversion of this Debenture in accordance
      with the terms hereof, the Holder shall not be required to physically
      surrender this Debenture to the Borrower unless the entire unpaid principal
      amount of this Debenture is so converted. The Holder and the Borrower shall
      maintain records showing the principal amount so converted and the dates of
      such conversions or shall use such other method, reasonably satisfactory to
      the Holder and the Borrower, so as not to require physical surrender of this
      Debenture upon each such conversion. In the event of any dispute or
      discrepancy, such records of the Borrower shall be controlling and
      determinative in the absence of manifest error. Notwithstanding the foregoing,
      if any portion of this Debenture is converted as aforesaid, the Holder may
      not transfer this Debenture unless the Holder first physically surrenders
      this Debenture to the Borrower, whereupon the Borrower will forthwith issue
      and deliver upon the order of the Holder a new Debenture of like tenor,
      registered as the Holder (upon payment by the Holder of any applicable
      transfer taxes) may request, representing in the aggregate the remaining
      unpaid principal amount of this Debenture. The Holder and any assignee, by
      acceptance of this Debenture, acknowledge and agree that, by reason of the
      provisions of this paragraph, following conversion of a portion of this
      Debenture, the unpaid and unconverted principal amount of this Debenture
      represented by this Debenture may be less than the amount stated on the face
      hereof.

  (c) Payment of Taxes.The Borrower shall not be required to pay any tax which may
      be payable in respect of any transfer involved in the issue and delivery of
      shares of Common Stock or other securities or property on conversion of this
      Debenture in a name other than that of the Holder (or in street name), and
      the Borrower shall not be required to issue or deliver any such shares or
      other securities or property unless and until the person or persons (other
      than the Holder or the custodian in whose street name such shares are to be
      held for the Holder's account) requesting the issuance thereof shall have
      paid to the Borrower the amount of any such tax or shall have established
      to the satisfaction of the Borrower that such tax has been paid.

                                       5


  (d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from
      the Holder of a facsimile transmission (or other reasonable means of
      communication) of a Notice of Conversion meeting the requirements for
      conversion as provided in this Section 1.4, the Borrower shall issue and
      deliver or cause to be issued and delivered to or upon the order of the
      Holder certificates for the Common Stock issuable upon such conversion within
      two (2) business days after such receipt (and, solely in the case of
      conversion of the entire unpaid principal amount hereof, surrender of this
      Debenture) (such second business day being hereinafter referred to as the
      "Deadline") in accordance with the terms hereof and the Purchase Agreement
      (including, without limitation, in accordance with the requirements of
      Section 2(g) of the Purchase Agreement that certificates for shares of
      Common Stock issued on or after the effective date of the Registration
      Statement upon conversion of this Debenture shall not bear any restrictive
      legend).

  (e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower
      of a Notice of Conversion, the Holder shall be deemed to be the holder of
      record of the Common Stock issuable upon such conversion, the outstanding
      principal amount and the amount of accrued and unpaid interest on this
      Debenture shall be reduced to reflect such conversion, and, unless the
      Borrower defaults on its obligations under this Article I, all rights with
      respect to the portion of this Debenture being so converted shall forthwith
      terminate except the right to receive the Common Stock or other securities,
      cash or other assets, as herein provided, on such conversion. If the Holder
      shall have given a Notice of Conversion as provided herein, the Borrower's
      obligation to issue and deliver the certificates for Common Stock shall be
      absolute and unconditional, irrespective of the absence of any action by
      the Holder to enforce the same, any waiver or consent with respect to any
      provision thereof, the recovery of any judgment against any person or any
      action to enforce the same, any failure or delay in the enforcement of any
      other obligation of the Borrower to the holder of record, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or
      alleged breach by the Holder of any obligation to the Borrower, and
      irrespective of any other circumstance which might otherwise limit such
      obligation of the Borrower to the Holder in connection with such conversion.
      The Conversion Date specified in the Notice of Conversion shall be the
      Conversion Date so long as the Notice of Conversion is received by the
      Borrower before 6:00 p.m., New York, New York time, on such date.

  (f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering
      physical certificates representing the Common Stock issuable upon conversion,
      provided the Borrower's transfer agent is participating in the Depository
      Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program,
      upon request of the Holder and its compliance with the provisions contained
      in Section 1.1 and in this Section 1.4, the Borrower shall use its best
      efforts to cause its transfer agent to electronically transmit the Common
      Stock issuable upon conversion to the Holder by crediting the account of
      Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission
     ("DWAC") system.

                                       6


  (g) Failure to Deliver Common Stock Prior to Deadline. Without in any way
      limiting the Holder's right to pursue other remedies, including actual damages
      and/or equitable relief, the parties agree that if delivery of the Common
      Stock issuable upon conversion of this Debenture is more than two (2) days
      after the Deadline (other than a failure due to the circumstances described
      in Section 1.3 above, which failure shall be governed by such Section) the
      Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond
      the Deadline that the Borrower fails to deliver such Common Stock. Such
      cash amount shall be paid to Holder by the fifth day of the month following
      the month in which it has accrued or, at the option of the Holder (by written
      notice to the Borrower by the first day of the month following the month in
      which it has accrued), shall be added to the principal amount of this
      Debenture, in which event interest shall accrue thereon in accordance with
      the terms of this Debenture and such additional principal amount shall be
      convertible into Common Stock in accordance with the terms of this Debenture.

        1.5 Concerning the Shares. The shares of Common Stock issuable upon
conversion of this Debenture may not be sold or transferred unless (i) such shares
are sold pursuant to an effective registration statement under the Act or (ii) the
Borrower or its transfer agent shall have been furnished with an opinion of
counsel (which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that the shares to
be sold or transferred may be sold or transferred pursuant to an exemption from
such registration or (iii) such shares are sold or transferred pursuant to Rule
144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are
transferred to an "affiliate" (as defined in Rule 144) of the Borrower who
agrees to sell or otherwise transfer the shares only in accordance with this
Section 1.5 and who is an Accredited Investor (as defined in the Purchase
Agreement). Except as otherwise provided in the Purchase Agreement (and subject
to the removal provisions set forth below), until such time as the shares of
Common Stock issuable upon conversion of this Debenture have been registered
under the Act as contemplated by the Registration Rights Agreement or otherwise
may be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of this
Debenture that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an
exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR
REGULATION S UNDER SAID ACT."

                                       7


    The legend set forth above shall be removed and the Borrower shall issue to
the Holder a new certificate therefor free of any transfer legend if (i) the
Borrower or its transfer agent shall have received an opinion of counsel, in
form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Common Stock
may be made without registration under the Act and the shares are so sold or
transferred, (ii) such Holder provides the Borrower or its transfer agent with
reasonable assurances that the Common Stock issuable upon conversion of this
Debenture (to the extent such securities are deemed to have been acquired on the
same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common
Stock issuable upon conversion of this Debenture, such security is registered
for sale by the Holder under an effective registration statement filed under the
Act or otherwise may be sold pursuant to Rule 144 without any restriction as to
the number of securities as of a particular date that can then be immediately
sold. Nothing in this Debenture shall (i) limit the Borrower's obligation under
the Registration Rights Agreement or (ii) affect in any way the Holder's
obligations to comply with applicable prospectus delivery requirements upon the
resale of the securities referred to herein.

        1.6 Effect of Certain Events.

  (a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale,
      conveyance or disposition of all or substantially all of the assets of the
      Borrower, the effectuation by the Borrower of a transaction or series of
      related transactions in which more than 50% of the voting power of the
      Borrower is disposed of, or the consolidation, merger or other business
      combination of the Borrower with or into any other Person (as defined below)
      or Persons when the Borrower is not the survivor shall either: (i) be deemed
      to be an Event of Default (as defined in Article III) pursuant to which the
      Borrower shall be required to pay to the Holder upon the consummation of
      and as a condition to such transaction an amount equal to the Default Amount
      (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b)
      hereof. "Person" shall mean any individual, corporation, limited liability
      company, partnership, association, trust or other entity or organization.

  (b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this
      Debenture is issued and outstanding and prior to conversion of all of the
      Debentures, there shall be any merger, consolidation, exchange of shares,
      recapitalization, reorganization, or other similar event, as a result of
      which shares of Common Stock of the Borrower shall be changed into the same
      or a different number of shares of another class or classes of stock or
      securities of the Borrower or another entity, or in case of any sale or
      conveyance of all or substantially all of the assets of the Borrower other
      than in connection with a plan of complete liquidation of the Borrower,
      then the Holder of this Debenture shall thereafter have the right to receive
      upon conversion of this Debenture, upon the basis and upon the terms and
      conditions specified herein and in lieu of the shares of Common Stock
      immediately theretofore issuable upon conversion, such stock, securities
      or assets which the Holder would have been entitled to receive in such
      transaction had this Debenture been converted in full immediately prior to
      such transaction (without regard to any limitations on conversion set forth
      herein), and in any such case appropriate provisions shall be made with
      respect to the rights and interests of the Holder of this Debenture
      to the end that the provisions hereof (including, without limitation,
      provisions for adjustment of the Conversion Price and of the number of shares
      issuable upon conversion of the Debenture) shall thereafter be applicable,
      as nearly as may be practicable in relation to any securities or assets
      thereafter deliverable upon the conversion hereof. The Borrower shall not
      effect any transaction described in this Section 1.6(b) unless (a) it first
      gives, to the extent practicable, thirty (30) days prior written notice
      (but in any event at least fifteen (15) days prior written notice) of the
      record date of the special meeting of shareholders to approve, or if there
      is no such record date, the consummation of, such merger, consolidation,
      exchange of shares, recapitalization, reorganization or other similar event
      or sale of assets (during which time the Holder shall be entitled to convert
      this Debenture) and (b) the resulting successor or acquiring entity (if not
      the Borrower) assumes by written instrument the obligations of this
      Section 1.6(b). The above provisions shall similarly apply to successive
      consolidations, mergers, sales, transfers or share exchanges.

                                       8


  (c) Adjustment Due to Distribution. If the Borrower shall declare or make any
      distribution of its assets (or rights to acquire its assets) to holders of
      Common Stock as a dividend, stock repurchase, by way of return of capital
      or otherwise (including any dividend or distribution to the Borrower's
      shareholders in cash or shares (or rights to acquire shares) of capital stock
      of a subsidiary (i.e., a spin-off)) (a "Distribution"), then the Holder of
      this Debenture shall be entitled, upon any conversion of this Debenture
      after the date of record for determining shareholders entitled to such
      Distribution, to receive the amount of such assets which would have been
      payable to the Holder with respect to the shares of Common Stock issuable
      upon such conversion had such Holder been the holder of such shares of
      Common Stock on the record date for the determination of shareholders
      entitled to such Distribution.

  (d) Adjustment Due to Dilutive Issuance. If, at any time when any Debentures are
      issued and outstanding, the Borrower issues or sells, or in accordance with
      this Section 1.6(d) hereof is deemed to have issued or sold, any shares of
      Common Stock for no consideration or for a consideration per share (before
      deduction of reasonable expenses or commissions or underwriting discounts
      or allowances in connection therewith) less than the Fixed Conversion Price
      in effect on the date of such issuance (or deemed issuance) of such shares
      of Common Stock (a "Dilutive Issuance"), then immediately upon the Dilutive
      Issuance, the Fixed Conversion Price will be reduced to the amount of the
      consideration per share received by the Borrower in such Dilutive Issuance;
   provided that only one adjustment will be made for each Dilutive Issuance.

   The Borrower shall be deemed to have issued or sold shares of Common Stock if
the Borrower in any manner issues or grants any warrants, rights or options,
whether or not immediately exercisable, to subscribe for or to purchase Common
Stock or other securities convertible into or exchangeable for Common Stock
("Convertible Securities") (such warrants, rights and options to purchase Common
Stock or Convertible Securities are hereinafter referred to as "Options") and
the price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Fixed Conversion Price then in effect, then the Fixed
Conversion Price shall be equal to such price per share. For purposes of the
preceding sentence, the "price per share for which Common Stock is issuable upon
the exercise of such Options" is determined by dividing (i) the total amount, if
any, received or receivable by the Borrower as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Borrower upon the exercise of all such
Options, plus, in the case of Convertible Securities issuable upon the exercise
of such Options, the minimum aggregate amount of additional consideration
payable upon the conversion or exchange thereof at the time such Convertible
Securities first become convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable). No further
adjustment to the Conversion Price will be made upon the actual issuance of such
Common Stock upon the exercise of such Options or upon the conversion or
exchange of Convertible Securities issuable upon exercise of such Options.

   Additionally, the Borrower shall be deemed to have issued or sold shares of
Common Stock if the Borrower in any manner issues or sells any Convertible
Securities, whether or not immediately convertible (other than where the same
are issuable upon the exercise of Options), and the price per share for which
Common Stock is issuable upon such conversion or exchange is less than the Fixed
Conversion Price then in effect, then the Fixed Conversion Price shall be equal
to such price per share. For the purposes of the preceding sentence, the "price
per share for which Common Stock is issuable upon such conversion or exchange"
is determined by dividing (i) the total amount, if any, received or receivable
by the Borrower as consideration for the issuance or sale of all such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Borrower upon the conversion or exchange
thereof at the time such Convertible Securities first become convertible or
exchangeable, by (ii) the maximum total number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
further adjustment to the Fixed Conversion Price will be made upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities.

(e) Purchase Rights. If, at any time when any Debentures are issued and
outstanding, the Borrower issues any convertible securities or rights to
purchase stock, warrants, securities or other property (the "Purchase Rights")
pro rata to the record holders of any class of Common Stock, then the Holder of
this Debenture will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Debenture (without regard to any limitations on
conversion contained herein) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights or, if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

                                       9


(f) Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Conversion Price as a result of the events described in this
Section 1.6, the Borrower, at its expense, shall promptly compute such
adjustment or readjustment and prepare and furnish to the Holder of a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Borrower
shall, upon the written request at any time of the Holder, furnish to such
Holder a like certificate setting forth (i) such adjustment or readjustment,
(ii) the Conversion Price at the time in effect and (iii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of the Debenture.

        1.7 Trading Market Limitations. Unless permitted by the applicable rules
and regulations of the principal securities market on which the Common Stock is
then listed or traded, in no event shall the Borrower issue upon conversion of or
otherwise pursuant to this Debenture and the other Debentures issued pursuant to
the Purchase Agreement more than the maximum number of shares of Common Stock
that the Borrower can issue pursuant to any rule of the principal United States
securities market on which the Common Stock is then traded (the "Maximum Share
Amount"), which, as of the Issue Date shall be 7,371,726 shares (19.99% of the
total shares outstanding on the Issue Date), subject to equitable adjustment
from time to time for stock splits, stock dividends, combinations, capital
reorganizations and similar events relating to the Common Stock occurring after
the date hereof. Once the Maximum Share Amount has been issued (the date of
which is hereinafter referred to as the "Maximum Conversion Date"), if the
Borrower fails to eliminate any prohibitions under applicable law or the rules
or regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Borrower or any of its
securities on the Borrower's ability to issue shares of Common Stock in excess
of the Maximum Share Amount (a "Trading Market Prepayment Event"), in lieu of
any further right to convert this Debenture, and in full satisfaction of the
Borrower's obligations under this Debenture, the Borrower shall pay to the
Holder, within fifteen (15) business days of the Maximum Conversion Date (the
"Trading Market Prepayment Date"), an amount equal to 130% times the
sum of (a) the then outstanding principal amount of this Debenture
immediately following the Maximum Conversion Date, plus (b) accrued and
unpaid interest on the unpaid principal amount of this Debenture to the Trading
Market Prepayment Date, plus (c) Default Interest, if any, on the amounts
referred to in clause (a) and/or (b) above, plus (d) any optional amounts
that may be added thereto at the Maximum Conversion Date by the Holder in
accordance with the terms hereof (the then outstanding principal amount of this
Debenture immediately following the Maximum Conversion Date, plus the
amounts referred to in clauses (b), (c) and (d) above shall collectively be
referred to as the "Remaining Convertible Amount"). With respect to each Holder
of Debentures, the Maximum Share Amount shall refer to such Holder's pro
rata share thereof determined in accordance with Section 4.8 below. In the
event that the sum of (x) the aggregate number of shares of Common Stock issued
upon conversion of this Debenture and the other Debentures issued pursuant to
the Purchase Agreement plus (y) the aggregate number of shares of Common
Stock that remain issuable upon conversion of this Debenture and the other
Debentures issued pursuant to the Purchase Agreement, represents at least one
hundred percent (100%) of the Maximum Share Amount (the "Triggering Event"), the
Borrower will use its best efforts to seek and obtain Shareholder Approval (or
obtain such other relief as will allow conversions hereunder in excess of the
Maximum Share Amount) as soon as practicable following the Triggering Event and
before the Maximum Conversion Date. As used herein, "Shareholder Approval" means
approval by the shareholders of the Borrower to authorize the issuance of the
full number of shares of Common Stock which would be issuable upon full
conversion of the then outstanding Debentures but for the Maximum Share Amount.

                                       10


        1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a
Holder, (i) the shares covered thereby (other than the shares, if any, which
cannot be issued because their issuance would exceed such Holder's allocated
portion of the Reserved Amount or Maximum Share Amount) shall be deemed
converted into shares of Common Stock and (ii) the Holder's rights as a Holder
of such converted portion of this Debenture shall cease and terminate, excepting
only the right to receive certificates for such shares of Common Stock and to
any remedies provided herein or otherwise available at law or in equity to such
Holder because of a failure by the Borrower to comply with the terms of this
Debenture. Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business
day after the expiration of the Deadline with respect to a conversion of any
portion of this Debenture for any reason, then (unless the Holder otherwise
elects to retain its status as a holder of Common Stock by so notifying the
Borrower) the Holder shall regain the rights of a Holder of this Debenture with
respect to such unconverted portions of this Debenture and the Borrower shall,
as soon as practicable, return such unconverted Debenture to the Holder or, if
the Debenture has not been surrendered, adjust its records to reflect that such
portion of this Debenture has not been converted. In all cases, the Holder shall
retain all of its rights and remedies (including, without limitation, (i) the
right to receive Conversion Default Payments pursuant to Section 1.3 to the
extent required thereby for such Conversion Default and any subsequent
Conversion Default and (ii) the right to have the Conversion Price with respect
to subsequent conversions determined in accordance with Section 1.3) for the
Borrower's failure to convert this Debenture.


                          ARTICLE II. CERTAIN COVENANTS

        2.1 Distributions on Capital Stock. So long as the Borrower shall have
any obligation under this Debenture, the Borrower shall not without the Holder's
written consent (a) pay, declare or set apart for such payment, any dividend or
other distribution (whether in cash, property or other securities) on shares of
capital stock other than dividends on shares of Common Stock solely in the form
of additional shares of Common Stock or (b) directly or indirectly or through
any subsidiary make any other payment or distribution in respect of its capital
stock except for distributions pursuant to any shareholders' rights plan which
is approved by a majority of the Borrower's disinterested directors.

        2.2 Restriction on Stock Repurchases. So long as the Borrower shall have
any obligation under this Debenture, the Borrower shall not without the Holder's
written consent redeem, repurchase or otherwise acquire (whether for cash or in
exchange for property or other securities or otherwise) in any one transaction
or series of related transactions any shares of capital stock of the Borrower or
any warrants, rights or options to purchase or acquire any such shares.

        2.3 Borrowings. So long as the Borrower shall have any obligation under
this Debenture, the Borrower shall not, without the Holder's written consent,
create, incur, assume or suffer to exist any liability for borrowed money, except
(a) borrowings in existence or committed on the date hereof and of which the
Borrower has informed Holder in writing prior to the date hereof, (b)
indebtedness to trade creditors or financial institutions incurred in the
ordinary course of business or (c) borrowings, the proceeds of which shall be
used to repay this Debenture.

        2.4 Sale of Assets. So long as the Borrower shall have any obligation
under this Debenture, the Borrower shall not, without the Holder's written consent,
sell, lease or otherwise dispose of any significant portion of its assets outside
the ordinary course of business. Any consent to the disposition of any assets may
be conditioned on a specified use of the proceeds of disposition.

                                       11


        2.5 Advances and Loans. So long as the Borrower shall have any obligation
under this Debenture, the Borrower shall not, without the Holder's written consent,
lend money, give credit or make advances to any person, firm, joint venture or
corporation, including, without limitation, officers, directors, employees,
subsidiaries and affiliates of the Borrower, except loans, credits or advances
(a) in existence or committed on the date hereof and which the Borrower has
informed Holder in writing prior to the date hereof, (b) made in the ordinary
course of business or (c) not in excess of $50,000.

        2.6 Contingent Liabilities. So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the Holder's
written consent, assume, guarantee, endorse, contingently agree to purchase or
otherwise become liable upon the obligation of any person, firm, partnership,
joint venture or corporation, except by the endorsement of negotiable instruments
for deposit or collection and except assumptions, guarantees, endorsements and
contingencies (a) in existence or committed on the date hereof and which the
Borrower has informed Holder in writing prior to the date hereof, and (b)
similar transactions in the ordinary course of business.


                         ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an "Event of Default") shall
occur:

        3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the
principal hereof or interest thereon when due on this Debenture, whether at
maturity, upon a Trading Market Prepayment Event pursuant to Section 1.7, upon
acceleration or otherwise.

        3.2 Conversion and the Shares. The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance with the terms of this Debenture (for a period of at least
sixty (60) days, if such failure is solely as a result of the circumstances
governed by Section 1.3 and the Borrower is using its best efforts to authorize
a sufficient number of shares of Common Stock as soon as practicable), fails to
transfer or cause its transfer agent to transfer (electronically or in
certificated form) any certificate for shares of Common Stock issued to the
Holder upon conversion of or otherwise pursuant to this Debenture as and when
required by this Debenture or the Registration Rights Agreement, or fails to
remove any restrictive legend (or to withdraw any stop transfer instructions in
respect thereof) on any certificate for any shares of Common Stock issued to the
Holder upon conversion of or otherwise pursuant to this Debenture as and when
required by this Debenture or the Registration Rights Agreement (or makes any
announcement, statement or threat that it does not intend to honor the
obligations described in this paragraph) and any such failure shall continue
uncured (or any announcement, statement or threat not to honor its obligations
shall not be rescinded in writing) for ten (10) days after the Borrower shall
have been notified thereof in writing by the Holder.

                                       12


        3.3 Failure to Timely File Registration or Effect Registration. The
Borrower fails to file the Registration Statement within sixty (60) days following
the Issue Date or obtain effectiveness with the Securities and Exchange Commission
of the Registration Statement within one hundred fifty (150) days following the
Issue Date or such Registration Statement lapses in effect (or sales cannot
otherwise be made thereunder effective, whether by reason of the Borrower's
failure to amend or supplement the prospectus included therein in accordance
with the Registration Rights Agreement or otherwise) for more than twenty (20)
consecutive days or forty (40) days in any twelve month period after the
Registration Statement becomes effective;

        3.4 Breach of Covenants. The Borrower breaches any material covenant or
other material term or condition contained in Sections 1.3, 1.6 or 1.7 of this
Debenture, or Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the Purchase
Agreement and such breach continues for a period of ten (10) days after written
notice thereof to the Borrower from the Holder;

        3.5 Breach of Representations and Warranties. Any representation or warranty
of the Borrower made herein or in any agreement, statement or certificate given
in writing pursuant hereto or in connection herewith (including, without
limitation, the Purchase Agreement and the Registration Rights Agreement), shall
be false or misleading in any material respect when made and the breach of which
has (or with the passage of time will have) a material adverse effect on the
rights of the Holder with respect to this Debenture, the Purchase Agreement or
the Registration Rights Agreement;

        3.6 Receiver or Trustee. The Borrower or any subsidiary of the Borrower
shall make an assignment for the benefit of creditors, or apply for or consent to
the appointment of a receiver or trustee for it or for a substantial part of its
property or business, or such a receiver or trustee shall otherwise be
appointed;

        3.7 Judgments. Any money judgment, writ or similar process shall be
entered or filed against the Borrower or any subsidiary of the Borrower or any of its
property or other assets for more than $50,000, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented
to by the Holder, which consent will not be unreasonably withheld;

        3.8 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower; or

        3.9 Delisting of Common Stock. The Borrower shall fail to maintain the
listing of the Common Stock on at least one of the OTCBB or an equivalent
replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market,
the New York Stock Exchange, or the American Stock Exchange;

                                       13


        3.10 Default Under Other Debentures. An Event of Default has occurred and
is continuing under any of the other Debentures issued pursuant to the Purchase
Agreement. then, upon the occurrence and during the continuation of any Event of
Default specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the
option of the Holders of a majority of the aggregate principal amount of the
outstanding Debentures issued pursuant to the Purchase Agreement exercisable
through the delivery of written notice to the Borrower by such Holders (the
"Default Notice"), and upon the occurrence of an Event of Default specified in
Section 3.6 or 3.8, the Debentures shall become immediately due and payable and
the Borrower shall pay to the Holder, in full satisfaction of its obligations
hereunder, an amount equal to the greater of (i) 130% times the sum
of (w) the then outstanding principal amount of this Debenture plus (x) accrued
and unpaid interest on the unpaid principal amount of this Debenture to the date
of payment (the "Mandatory Prepayment Date") plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section
2(c) of the Registration Rights Agreement (the then outstanding principal amount
of this Debenture to the date of payment plus the amounts referred to in
clauses (x), (y) and (z) shall collectively be known as the "Default Sum") or (ii)
the "parity value" of the Default Sum to be prepaid, where parity value means (a)
the highest number of shares of Common Stock issuable upon conversion of or
otherwise pursuant to such Default Sum in accordance with Article I, treating the
Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion
Date" for purposes of determining the lowest applicable Conversion Price, unless
the Default Event arises as a result of a breach in respect of a specific Conversion
Date in which case such Conversion Date shall be the Conversion Date),
multiplied by (b) the highest Closing Price for the Common Stock during
the period beginning on the date of first occurrence of the Event of Default and
ending one day prior to the Mandatory Prepayment Date (the "Default Amount") and
all other amounts payable hereunder shall immediately become due and payable,
all without demand, presentment or notice, all of which hereby are expressly
waived, together with all costs, including, without limitation, legal fees and
expenses, of collection, and the Holder shall be entitled to exercise all other
rights and remedies available at law or in equity. If the Borrower fails to pay
the Default Amount within five (5) business days of written notice that such
amount is due and payable, then the Holder shall have the right at any time, so
long as the Borrower remains in default (and so long and to the extent that
there are sufficient authorized shares), to require the Borrower, upon written
notice, to immediately issue, in lieu of the Default Amount, the number of
shares of Common Stock of the Borrower equal to the Default Amount divided by
the Conversion Price then in effect.


                            ARTICLE IV. MISCELLANEOUS

        4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of
the Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privileges. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

        4.2 Notices. Any notice herein required or permitted to be given shall be
in writing and may be personally served or delivered by courier or sent by United
States mail and shall be deemed to have been given upon receipt if personally
served (which shall include telephone line facsimile transmission) or sent by
courier or three (3) days after being deposited in the United States mail,
certified, with postage pre-paid and properly addressed, if sent by mail. For
the purposes hereof, the address of the Holder shall be as shown on the records
of the Borrower; and the address of the Borrower shall be 200 Madonna Boulevard,
Tierra Verde, Florida 33715, facsimile number: (727) 866-7480. Both the Holder
and the Borrower may change the address for service by service of written notice
to the other as herein provided.

                                       14


        4.3 Amendments. This Debenture and any provision hereof may only be amended
by an instrument in writing signed by the Borrower and the Holder. The term
"Debenture" and all reference thereto, as used throughout this instrument, shall
mean this instrument (and the other Debentures issued pursuant to the Purchase
Agreement) as originally executed, or if later amended or supplemented, then as
so amended or supplemented.

        4.4 Assignability. This Debenture shall be binding upon the Borrower and
its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Each transferee of this Debenture must be an "accredited
investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything
in this Debenture to the contrary, this Debenture may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.

        4.5 Cost of Collection. If default is made in the payment of this Debenture,
the Borrower shall pay the Holder hereof costs of collection, including reasonable
attorneys' fees.

        4.6 Governing Law. THIS DEBENTURE SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS DEBENTURE, THE AGREEMENTS ENTERED
INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS DEBENTURE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

        4.7 Certain Amounts. Whenever pursuant to this Debenture the Borrower is
required to pay an amount in excess of the outstanding principal amount (or the
portion thereof required to be paid at that time) plus accrued and unpaid
interest plus Default Interest on such interest, the Borrower and the Holder
agree that the actual damages to the Holder from the receipt of cash payment on
this Debenture may be difficult to determine and the amount to be so paid by the
Borrower represents stipulated damages and not a penalty and is intended to
compensate the Holder in part for loss of the opportunity to convert this
Debenture and to earn a return from the sale of shares of Common Stock acquired
upon conversion of this Debenture at a price in excess of the price paid for
such shares pursuant to this Debenture. The Borrower and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate to the
possible loss to the Holder from the receipt of a cash payment without the
opportunity to convert this Debenture into shares of Common Stock.

        4.8 Allocations of Maximum Share Amount and Reserved Amount. The Maximum
Share Amount and Reserved Amount shall be allocated pro rata among the Holders of
Debentures based on the principal amount of such Debentures issued to each
Holder. Each increase to the Maximum Share Amount and Reserved Amount shall be
allocated pro rata among the Holders of Debentures based on the principal amount
of such Debentures held by each Holder at the time of the increase in the
Maximum Share Amount or Reserved Amount. In the event a Holder shall sell or
otherwise transfer any of such Holder's Debentures, each transferee shall be
allocated a pro rata portion of such transferor's Maximum Share Amount and
Reserved Amount. Any portion of the Maximum Share Amount or Reserved Amount
which remains allocated to any person or entity which does not hold any
Debentures shall be allocated to the remaining Holders of Debentures, pro rata
based on the principal amount of such Debentures then held by such Holders.

                                       15


        4.9 Damages Shares. The shares of Common Stock that may be issuable to the
Holder pursuant to Sections 1.3 and 1.4(g) hereof and pursuant to Section 2(c)
of the Registration Rights Agreement ("Damages Shares") shall be treated as
Common Stock issuable upon conversion of this Debenture for all purposes hereof
and shall be subject to all of the limitations and afforded all of the rights of
the other shares of Common Stock issuable hereunder, including without
limitation, the right to be included in the Registration Statement filed
pursuant to the Registration Rights Agreement. For purposes of calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided herein, amounts convertible into Damages Shares ("Damages Amounts")
shall not bear interest but must be converted prior to the conversion of any
outstanding principal amount hereof, until the outstanding Damages Amounts is
zero.

        4.10 Denominations. At the request of the Holder, upon surrender of this
Debenture, the Borrower shall promptly issue new Debentures in the aggregate
outstanding principal amount hereof, in the form hereof, in such denominations
of at least $50,000 as the Holder shall request.

        4.11 Purchase Agreement. By its acceptance of this Debenture, each Holder
agrees to be bound by the applicable terms of the Purchase Agreement.

        4.12 Notice of Corporate Events. Except as otherwise provided below, the
Holder of this Debenture shall have no rights as a Holder of Common Stock unless
and only to the extent that it converts this Debenture into Common Stock. The
Borrower shall provide the Holder with prior notification of any meeting of the
Borrower's shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation,
reclassification or recapitalization) any share of any class or any other
securities or property, or to receive any other right, or for the purpose of
determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the assets of
the Borrower or any proposed liquidation, dissolution or winding up of the
Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20)
days prior to the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which any such record is to be taken for the purpose of such dividend,
distribution, right or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section
4.12.

                                       16


        4.13 Remedies. The Borrower acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder, by vitiating the intent and
purpose of the transaction contemplated hereby. Accordingly, the Borrower
acknowledges that the remedy at law for a breach of its obligations under this
Debenture will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Debenture, that the Holder
shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Debenture and
to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


                         ARTICLE V. OPTIONAL PREPAYMENT

        5.1. Optional Prepayment.  Notwithstanding anything to the contrary
contained in this Article V, so long as (i) no Event of Default or Trading Market
Prepayment Event shall have occurred and be continuing, (ii) the Borrower has a
sufficient number of authorized shares of Common Stock reserved for issuance upon
full conversion of the Debentures, then at any time after the Issue Date, and (iii)
the Common Stock is trading below $1.00 per share, the Borrower shall have the
right, exercisable on not less than ten (10) Trading Days prior written notice
to the Holders of the Debentures (which notice may not be sent to the Holders of
the Debentures until the Borrower is permitted to prepay the Debentures pursuant
to this Section 5.1), to prepay all of the outstanding Debentures in accordance
with this Section 5.1. Any notice of prepayment hereunder (an "Optional
Prepayment") shall be delivered to the Holders of the Debentures at their
registered addresses appearing on the books and records of the Borrower and
shall state (1) that the Borrower is exercising its right to prepay all of the
Debentures issued on the Issue Date and (2) the date of prepayment (the
"Optional Prepayment Notice"). On the date fixed for prepayment (the "Optional
Prepayment Date"), the Borrower shall make payment of the Optional Prepayment
Amount (as defined below) to or upon the order of the Holders as specified by
the Holders in writing to the Borrower at least one (1) business day prior to
the Optional Prepayment Date. If the Borrower exercises its right to prepay the
Debentures, the Borrower shall make payment to the holders of an amount in cash
(the "Optional Prepayment Amount") equal to either (i) 130% (for prepayments
occurring within thirty (30) days of the Issue Date), (ii) 140% (for prepayments
occurring between thirty-one (31) and ninety (90) days of the Issue Date) or
150% (for prepayments occurring after the ninetieth (90th) day following the
Issue Date), multiplied by the sum of (w) the then outstanding principal amount
of this Debenture plus (x) accrued and unpaid interest on the unpaid
principal amount of this Debenture to the Optional Prepayment Date plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and (x)
plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and
1.4(g) hereof or pursuant to Section 2(c) of the Registration Rights Agreement
(the then outstanding principal amount of this Debenture to the date of payment
plus the amounts referred to in clauses (x), (y) and (z) shall
collectively be known as the "Optional Prepayment Sum"). Notwithstanding notice
of an Optional Prepayment, the Holders shall at all times prior to the Optional
Prepayment Date maintain the right to convert all or any portion of the
Debentures in accordance with Article I and any portion of Debentures so
converted after receipt of an Optional Prepayment Notice and prior to the
Optional Prepayment Date set forth in such notice and payment of the aggregate
Optional Prepayment Amount shall be deducted from the principal amount of
Debentures which are otherwise subject to prepayment pursuant to such notice. If
the Borrower delivers an Optional Prepayment Notice and fails to pay the
Optional Prepayment Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall forever
forfeit its right to redeem the Debentures pursuant to this Section 5.1.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       17




IN WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its name
by its duly authorized officer this 20th day of September, 2002.


                         SEAVIEW VIDEO TECHNOLOGY, INC.



                                  By:      ______________________________
                                           George S. Bernardich, III
                                           President and Chief Executive Officer




                                       18



                                    EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                       in order to Convert the Debentures)

The undersigned hereby irrevocably elects to convert $__________ principal
amount of the Debenture (defined below) into shares of common stock, par value
$.001 per share ("Common Stock"), of SeaView Video Technology, Inc., a Nevada
corporation (the "Borrower") according to the conditions of the convertible
debentures of the Borrower dated as of September 20, 2002 (the "Debentures"), as
of the date written below. If securities are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates. No
fee will be charged to the Holder for any conversion, except for transfer taxes,
if any. A copy of each Debenture is attached hereto (or evidence of loss, theft
or destruction thereof).

The Borrower shall electronically transmit the Common Stock issuable pursuant to
this Notice of Conversion to the account of the undersigned or its nominee with
DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").

         Name of DTC Prime Broker:
                                  ---------------------------------------------
         Account Number:
                        -------------------------------------------------------

In lieu of receiving shares of Common Stock issuable pursuant to this Notice of
Conversion by way of a DWAC Transfer, the undersigned hereby requests that the
Borrower issue a certificate or certificates for the number of shares of Common
Stock set forth below (which numbers are based on the Holder's calculation
attached hereto) in the name(s) specified immediately below or, if additional
space is necessary, on an attachment hereto:

         Name:
              -----------------------------------------------------------------
         Address:
                 --------------------------------------------------------------

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable to the undersigned upon conversion of the
Debentures shall be made pursuant to registration of the securities under the
Securities Act of 1933, as amended (the "Act"), or pursuant to an exemption from
registration under the Act.

                  Date of Conversion:___________________________
                  Applicable Conversion Price:____________________
                  Number of Shares of Common Stock to be Issued Pursuant to
                  Conversion of the Debentures:______________
                  Signature:___________________________________
                  Name:______________________________________
                  Address:____________________________________

The Borrower shall issue and deliver shares of Common Stock to an overnight
courier not later than three business days following receipt of the original
Debenture(s) to be converted, and shall make payments pursuant to the Debentures
for the number of business days such issuance and delivery is late.