GLOBAL SPORTS & ENTERTAINMENT, INC.
FORM OF 5% CONVERTIBLE DEBENTURE
THE SECURITIES REPRESENTED BY THIS debenture HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, as amended (THE "securities ACT"). THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION
STATEMENT UNDER THE securities ACT WITH RESPECT TO SUCH SECURITIES, OR AN OPINION
OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER
THE securities ACT.
1. OBLIGATION. For value received, GLOBAL SPORTS & ENTERTAINMENT, INC., a Delaware
corporation (the "COMPANY"), promises to pay to the order of ________________________ (the
"HOLDER") the Principal Amount and Interest (both as defined below) in the manner and upon the terms and
conditions set forth herein. This Debenture has been issued pursuant to a Debenture Purchase Agreement, dated
_____________________, between the Company and the Holder (the "DEBENTURE PURCHASE
AGREEMENT"), and is one of a series of duly authorized Debentures of the Company designated as its 5%
Convertible Debentures ("Debentures") in the maximum aggregate principal amount of up to $2,000,000.
2. AMOUNT AND PAYMENT OF PRINCIPAL AMOUNT. The principal amount ("PRINCIPAL
AMOUNT") of this Debenture is _________________ Dollars ($50,000). On ________________________
(the "MATURITY DATE"), the entire unpaid Principal Amount plus accrued Interest will be automatically
converted into shares of the Company's common stock, $.0001 par value (the "COMMON STOCK") at the
Conversion Price (as defined below). The Company will have the right to prepay this Debenture in cash pursuant
to Section 4, in which event the Company will send to the Holder written confirmation of the Company's intent to
prepay the unpaid Principal Amount and Interest in full. During the thirty (30) day period following the
Company's mailing of such n