LEGEND INTERNATIONAL HOLDINGS, INC.







                 8% SENIOR SUBORDINATED CONVERTIBLE DEBENTURE



                              DUE MARCH 31, 2004











NUMBER: 002

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PRINCIPAL: US$50,000.00***

           ---------------

ORIGINAL ISSUE DATE: JUNE 20, 2003

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REGISTERED HOLDER:          WILLIAM TAY

                   -------------------------------

                              (name)



REGISTERED HOLDER'S ADDRESS:  2000 HAMILTON STREET, #520, PHILADELPHIA, PA

19130



       Legend International Holdings, Inc., a Delaware corporation (the

"Company") with principal offices at 2000 Hamilton Street, #520, Philadelphia,

Pennsylvania 19130-3883, for value received, hereby promises to pay the

registered holder hereof (the "Holder") the principal sum set forth above on

March 31, 2004 (the "Maturity Date"), in such coin or currency of the United

States of America as at the time of payment shall be the legal tender for the

payment of public and private debts, and to pay interest, less any amounts

required by law to be deducted or withheld, computed on the basis of a 365-day

year, on the unpaid principal balance hereof from the date hereof (the

"Original Issue Date"), at the rate of 8% per year, until such principal sum

shall have become due and payable, or has been converted by the Holder pursuant

to Section 6, below. Interest payments will be made at the option of the Holder

in either cash or in such number of shares of the Company's common stock, $.001

par value ("Common Stock"), computed in accordance with Section 5.2 below and

shall be paid, on March 31, 2004 and quarterly thereafter until Maturity, or if

the principal of the Debenture is earlier converted, upon conversion pursuant

to Section 6, below. All references herein to dollar amounts refer to U.S.

dollars.



       By acceptance and purchase of this Debenture, the registered holder

hereof agrees with the Company that the Debenture shall be subject to the

following terms and conditions:



       1. Authorization of Debentures. The Company has authorized the issue and

sale of its 8% Senior Subordinated Convertible Debentures due March 31, 2004

(the "Debenture," such term includes any debentures which may be issued in

exchange or in replacement thereof) in the aggregate principal amount of not

more than U.S. $1,000,000.



       2. Transfer or Exchange. Prior to due presentation to the Company for

transfer of this Debenture, the Company and any agent of the Company may treat

the person in whose name this Debenture is duly registered on the Company's

Debenture Register as the owner hereof for the purpose of receiving payment as

herein provided and for all other purposes.



       3. Current Market Price. For purposes of this Debenture, "Current Market

Price" of the Common stock means:



             (a) If traded on a securities exchange, the average closing bid

       price of the Common Stock on such exchange  for the  fifteen  (15)

       trading  days immediately prior to conversion;



             (b) If traded over the counter, the average closing bid price

       reported by Bloomberg from the NASD OTC Bulletin Board for the fifteen

       (15) trading days immediately prior to conversion; or



             (c) In all other events, the market price determined by the Board

       of Directors of the Company in good faith.



       4. Prepayment; Payment of Interest in Shares.



             4.1 Optional Prepayment of Debenture. The Company may prepay the

       Debenture.



             4.2 Payment of Interest in Shares. Prior to the conversion of the

       principal amount of the Debenture, the Company will issue to the Holder,

       at the Holder's option, in lieu of cash interest, shares of Common Stock

       calculated in accordance with the following formula (the "Conversion

       Rate"):



             Interest Shares = (.8 x *Principal) / Conversion Price, where



             *Principal = the Principal Amount of the Debenture, and



             *Conversion Price = US$0.10



       5. Conversion of Debentures.



             5.1 Conversion of the Debenture.



                    (a) Right to Convert. The record holder of this Debenture

             shall be entitled, on or after June 20, 2003, at the option of the

             Holder, to convert this Debenture, in whole but not in part, into

             fully paid and non-assessable shares of the Company's Common Stock

             at the rate of US$0.10 per share.



             5.2 Exercise of Conversion Privilege. In order to exercise the

       conversion privilege, the Holder shall surrender such Debenture,

       together with the Notice of Conversion annexed hereto as Exhibit 1

       appropriately endorsed to the Company at its principal office,

       accompanied by written notice to the Company (a) stating that the Holder

       elects to convert the Debenture or a portion thereof, and if a portion,

       the amount of such portion in multiples of US$1,000 in principal amount,

       and (b) setting forth the name or names (with address) in which the

       certificate or certificates for shares of Common Stock issuable upon

       such conversion shall be issued. Provided the Debenture is received

       properly endorsed promptly by the Company, the date of conversion of

       such Debenture shall be deemed to be the date of receipt of Notice of

       Conversion, even if the Company's stock transfer books are at that time

       closed, and the converting Holder shall be deemed to have become, on the

       date of conversion, the record holder of the shares of Common Stock

       deliverable upon such conversion. If the Debenture is not received,

       properly endorsed by the fifth business day following the date the

       Company receives Notice of Conversion, the date of conversion shall be

       deemed to be the date the Debenture is received, provided that such

       later receipt will not lower the Conversion Price stated in the Notice

       of Conversion.



             As soon as reasonably possible after the date of conversion, the

       Company shall issue and deliver to such converting Holder a certificate

       or certificates for the number of shares of Common Stock due on such

       conversion. No adjustments in respect of interest or cash dividends

       shall be made upon the conversion of any Debenture or Debentures.



             Upon conversion of the Debenture in part, the Company shall

       execute and deliver to the Holder thereof, at the expense of the

       Company, a new Debenture, in aggregate principal amount equal to the

       unconverted portion of such Debenture. Such new Debenture shall have the

       same terms and provisions other than the principal amount as the

       Debenture or Debentures surrendered for conversion.



             5.3 Duration of Conversion Privilege. The right to subscribe for

       and purchase shares of Common Stock pursuant to the conversion privilege

       granted herein shall commence on the June 20, 2003 and shall expire at

       5:00 p.m., New York time on March 31, 2004.



             5.4 Stock Fully Paid; Restricted. The Company covenants and agrees

       that:



                    (a) all shares which may be issued upon the exercise of the

             conversion privilege granted herein will, upon issuance in

             accordance with the terms hereof, be fully paid, nonassessable,

             and free from all taxes, liens and charges (except for taxes, if

             any, upon the income of the Holder) with respect to the issue

             thereof, and that the issuance thereof shall not give rise to any

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