<SUBMISSION>
<ACCESSION-NUMBER>0000902595-02-000087
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20021101
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>PFEFFER KEVIN K
<CIK>0001191033
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>PO BOX 606
<CITY>PINELAND
<STATE>FL
<ZIP>33945
<PHONE>4105313161
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>GOLDEN EAGLE INTERNATIONAL INC
<CIK>0000869531
<ASSIGNED-SIC>1000
<IRS-NUMBER>841116515
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-46768
<FILM-NUMBER>02807131
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>12401 SOUTH 450 EAST
<STREET2>BLDG D2 SUITE A
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84020
<PHONE>8016199320
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>12401 SOUTH 450 EAST
<STREET2>BLDG D2 SUITE A
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84020
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BENEFICIAL CAPITAL FINANCIAL SERVICES CORP
<DATE-CHANGED>19940329
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>gei_13d.txt
<TEXT>
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D

            Under the Securities Exchange Act of 1934

                Golden Eagle International, Inc.

                        (Name of Issuer)

            Common Stock, par value $.0001 per share

                 (Title of Class of Securities)

                           380961 10 2

                         (CUSIP Number)

                        Kevin K. Pfeffer
                       c/o Masood Sohaili
                      O'Melveny & Myers LLP
                400 South Hope Street, 15th Floor
                     Los Angeles, CA  90071
                         (213) 430-6000

          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                        November 1, 2002

     (Date of Event which Requires Filing of This Statement)

          If the filing person has previously filed a
     statement on Schedule 13G to report the acquisition
     that is the subject of this Schedule 13D, and is filing
     this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
     1(g), check the following box [_].

          The information required on the remainder of this
     cover page shall not be deemed to be "filed" for the
     purpose of Section 18 of the Securities Exchange Act of
     1934 or otherwise subject to the liabilities of that
     section of the Act but shall be subject to all other
     provisions of the Act.


<PAGE>

-------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Kevin K. Pfeffer    SS# ###-##-####

-------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                             (a)  [   ]
                                             (b)  [   ]
-------------------------------------------------------------------------------
3    SEC USE ONLY


-------------------------------------------------------------------------------
4    SOURCE OF FUNDS

     PF

-------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)
                                        Item 2(d) [__]
                                        Item 2(e) [__]

-------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Resident of Florida

                ---------------------------------------------------------------
                7    SOLE VOTING POWER
                     118,789,695 (includes 102,900,112 shares of
                     Common Stock issuable upon conversion of
                     certain convertible debentures described
                     herein)
  NUMBER OF
    SHARES      ---------------------------------------------------------------
                8    SHARED VOTING POWER

 BENEFICIALLY        0

   OWNED BY     ---------------------------------------------------------------
     EACH       9    SOLE DISPOSITIVE POWER
                     118,789,695 (includes 102,900,112 shares of
  REPORTING          Common Stock issuable upon conversion of
                     certain convertible debentures described
                     herein)
                ---------------------------------------------------------------

<PAGE>

    PERSON      10   SHARED DISPOSITIVE POWER

     WITH            0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     118,789,695 (includes 102,900,112 shares of Common Stock
     issuable upon conversion of certain convertible debentures
     described herein)


12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES
                                                            [ ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     33.1%


14   TYPE OF REPORTING PERSON

     IN


ITEM 1.   SECURITY AND ISSUER

          The class of equity securities to which this statement
on Schedule 13D relates is the common stock, par value $.0001 per
share (the "Common Stock"), of Golden Eagle International, Inc.,
a Colorado corporation (the "Issuer").  The principal executive
offices of the Issuer are located at 12401 South 450 East,
Building D2, Suite A, Salt Lake City, UT 84020.

ITEM 2.   IDENTITY AND BACKGROUND

          This statement on Schedule 13D is being filed by Kevin
K. Pfeffer, with a residence at 740 Gulf Lane, North Captiva, FL
33924.  Mr. Pfeffer is a private investor.

          Mr. Pfeffer has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceedings was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.

<PAGE>


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

          The source of the funds used to make the purchase
described herein were the personal funds of Mr. Pfeffer, and the
aggregate amount of funds used to make the purchase described
herein was $4,482,830.09.

ITEM 4.   PURPOSE OF TRANSACTION

          The purpose of the acquisition being reported on this
statement on Schedule 13D is as an investment.

          Except as described in this statement on Schedule 13D,
Mr. Pfeffer has no plans or proposals that relate to or would
result in any of the following actions or events:

          a.   the acquisition or disposition of any securities
of the Issuer;

          b.   an extraordinary corporate transaction involving
the Issuer or its subsidiaries;

          c.   the transfer of a material amount of assets of the
Issuer or its subsidiaries;

          d.   any change in the present board of directors or
management of the Issuer;

          e.   any material change in the capitalization or
dividend policy of the Issuer;

          f.   any other material change in the Issuer's business
or corporate structure;

          g.   changes in the Issuer's organizational documents
or other actions which might impede the acquisition of control of
the Issuer;

          h.   a class of the Issuer's securities being delisted
or no longer quoted;

          i.   a class of the Issuer's securities becoming
eligible for termination of registration under the Securities
Exchange Act of 1934; or

          j.   any similar action.

          Notwithstanding the foregoing, Mr. Pfeffer may
determine to change his investment intent with respect to the
Issuer at any time in the future.  Mr. Pfeffer intends to vote
his shares of Common Stock as he deems appropriate from time to
time.  In determining from time to time whether to sell his
shares of the Common Stock (and in what amounts) or to retain
such shares, Mr. Pfeffer will take into consideration such
factors as he deems relevant, including

<PAGE>

the business and prospects of the Issuer, anticipated future
developments concerning the Issuer, existing and anticipated market
conditions from time to time, general economic conditions, regulatory
matters, and other opportunities available to Mr. Pfeffer.  Mr.
Pfeffer reserves the right to acquire additional securities of
the Issuer in the open market, in privately negotiated
transactions (which may be with the Issuer or with third parties)
or otherwise, to dispose of all or any portion of his holdings of
securities of the Issuer or to change his intention with respect
to any or all of the matters referred to in this Item 4.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

          Mr. Pfeffer has sole voting and dispositive power over
118,789,695 shares of Common Stock (including 102,900,112 shares
of Common Stock issuable upon conversion of certain convertible
debentures described herein), representing 33.1% of the
outstanding Common Stock.

          Except for the transactions reported in this statement
on Schedule 13D, Mr. Pfeffer has not engaged in any other
transactions in the Common Stock within the past 60 days.

          No other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock described herein.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
          RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

          The following summary description is qualified in its
entirety by reference to the full text of the agreement, which is
incorporated herein by reference and filed as Exhibit 1.

                 Convertible Debenture Agreement

          On October 18, 2002, Mr. Pfeffer entered into a
Convertible Debenture Agreement with the Issuer pursuant to which
Mr. Pfeffer agreed to purchase from the Issuer a convertible
debenture in the amount of $3,062,830.09, which includes
principal and accrued interest through September 30, 2002.  The
form of Convertible Debenture Agreement is attached to this
Schedule 13D as Exhibit 1.  Set forth below is a description of
certain material provisions of the form of Convertible Debenture
Agreement.  On or after December 31, 2002, as more fully
described below, these debentures will be convertible into
104,646,695 shares of Common Stock at the option of Mr. Pfeffer.
This amount assumes that all principal and accrued interest
through December 31, 2002 is converted.

          The Issuer must pay principal and interest on the
convertible debentures to Mr. Pfeffer on January 2, 2004.
Interest accrues on the principal amount at a rate of 10% per
year, calculated monthly, except in the case of a default by the
Issuer, in which case the interest rate increases to 12%.  The
Issuer may redeem the debentures five days prior to stated
maturity by paying the principal and accrued interest.

<PAGE>

          At any time on or after December 31, 2002, Mr. Pfeffer
may convert principal and accrued interest, in whole or in part,
into Common Stock, at a rate of the dollar amount to be converted
divided by $.03. If Mr. Pfeffer converts the principal and
accrued interest into any other outstanding or offered securities
of the Issuer, the conversion rate is the dollar amount to be
converted divided by of the average closing bid price for the
class of security being purchased for the three most recent days
on which trading in the security has taken place. If the security
is not listed or quoted, the price will be the price per security
of the market value of the securities as determined by an
independent financial appraiser. For conversions with respect to
interest accrued after December 31, 2002, the formula for
conversion into Common Stock will be the dollar amount to be
converted divided by 90% of the average closing bid price for the
three most recent days on which trading has taken place, or if
converted into other outstanding or offered securities of the
Issuer, 90% of the average closing bid price for the class of
security being purchased for the three most recent days on which
trading has taken place, and if the security is not listed or
quoted, then 90% of the price per security of the market value of
the securities as determined by an independent financial
appraiser.

          The agreement contains standard events of default, as
well as a cross-default under indebtedness with a principal
amount in excess of $50,000 and a judgment default with respect
to judgments in excess of $50,000. The Issuer has a 30-day cure
period in respect of all defaults. Mr. Pfeffer has agreed not to
sell, sell short or cause any trading to take place in the market
for any of the Issuer's securities into which the debentures may
be converted that would in any way negatively effect the trading
price of those securities, unless he has given a notice of
conversion to the Issuer. Mr. Pfeffer has customary piggyback and
demand registration rights with respect to his conversion
securities. The Issuer is prohibited from incurring any future
indebtedness which is senior in any respect to the convertible
debentures.

          Other than the foregoing, there are no contracts,
arrangements, understandings or relationships between Mr. Pfeffer
and any person with respect to any securities of the Issuer.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

          Exhibit 1      Convertible Debenture Agreement

<PAGE>

                            SIGNATURE

          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.

Date:     November 1, 2002

                              KEVIN K. PFEFFER


                              /s/ Kevin K. Pfeffer
                              --------------------------------

<PAGE>

                          EXHIBIT INDEX



Exhibit No.                 Description


1                           Convertible Debenture Agreement


<PAGE>


This Convertible Debenture has not been registered under the
Securities Act of 1933 (the "Securities Act"), and is a
"restricted security" as that term is defined in Rule 144 under
the Securities Act.  Neither this Convertible Debenture nor any
securities issuable upon conversion may be offered for sale, sold
or otherwise transferred except pursuant to an effective
registration statement under the Securities Act or an exemption
from the registration requirements of the Securities Act, the
availability of which is to be established to the reasonable
satisfaction of Golden Eagle International, Inc.

     CONVERTIBLE DEBENTURE and CONVERTIBLE DEBENTURE AGREEMENT

This Convertible Debenture and Convertible Debenture Agreement are
made by and between GOLDEN EAGLE INTERNATIONAL, INC. (hereafter
the "Borrower") and Kevin Pfeffer, a resident of Florida, (the
"Lender"), on October 18, 2002, effective as of February 6, 2002
and is intended to supercede and replace all outstanding
agreements between the Borrower and the Lender, such agreements
(the "agreements") being for the following amounts:

<TABLE>

<CAPTION>
--------  ----------      --------------  -----------------------------
Date      Amount ($)        Source of      Aggregate Amount of Shares
                              Funds         Beneficially Owned (Sole
                                          Voting and Dispositive Power)
--------  ----------      --------------  -----------------------------
<S>       <C>             <C>               <C>
02/06/02   $750,000       Personal Funds    25,000,000
01/22/02    $80,000       Personal Funds     2,666,666.7
01/07/02    $75,000       Personal Funds     2,500,000
12/06/01   $150,000       Personal Funds     5,000,000
11/20/01    $40,000       Personal Funds     1,333,333.3
11/06/01   $100,000       Personal Funds     3,333,333.3
10/12/01    $30,000       Personal Funds     1,000,000
10/03/01    $60,000       Personal Funds     2,000,000
09/19/01    $60,000       Personal Funds     2,000,000
08/03/01   $150,000       Personal Funds     5,000,000
07/16/01    $75,000       Personal Funds     2,500,000
07/05/01    $75,000       Personal Funds     2,500,000
06/14/01    $75,000       Personal Funds     2,500,000
04/19/01   $150,000       Personal Funds     5,000,000
04/04/01    $35,000       Personal Funds     1,166,666.7
03/01/01    $30,000       Personal Funds     1,000,000
02/15/01    $30,000       Personal Funds     1,000,000
12/08/00   $200,000       Personal Funds     6,666,666.7
11/29/00    $45,000       Personal Funds     1,500,000
09/05/00   $200,000       Personal Funds     6,666,666.7
08/23/00    $50,000       Personal Funds     1,666,666.7
07/13/00    $40,000       Personal Funds     1,333,333.3
07/12/00    $30,000       Personal Funds     1,000,000
02/10/00   $200,000       Personal Funds     6,666,666.7
01/27/00   $100,000       Personal Funds     3,333,333.3
--------  ----------      --------------  -----------------------------
Total    $2,830,000                          94,333,333.3 shares of
                                                          common stock
</TABLE>

<PAGE>

WHEREAS, the Borrower has borrowed $2,830,000 from the Lender in
accordance with the terms and conditions set forth in the earlier
agreements and herein, and

WHEREAS, the Lender has loaned $2,830,000 to the Borrower in
accordance with the terms and conditions set forth in the earlier
agreements and herein.

WHEREAS, the amounts provided to the Borrower as described in the
preceding table have accrued unconverted interest from the date of
advancement to September 30, 2002, in the total amount of
$232,830.09 which interest the Borrower has not paid to the
Lender.

THEREFORE, the Lender and the Borrower agree that this Convertible
Debenture replaces in their entirety and supercedes in all
respects the earlier agreements (none of which have any further
force or effect) and further agree that the terms and conditions
applicable to this Convertible Debenture and the funds that the
Lender has advanced to the Borrower are as follows:

1.   ACQUISITION OF CONVERTIBLE DEBENTURE.  The Borrower hereby
agrees to sell and the Lender agrees to buy the Convertible
Debenture of the Borrower embodied in this Convertible Debenture
Agreement.  This Convertible Debenture shall have the principal
amount of $3,062,830.09 (including the total amount advanced under
the earlier agreements plus unpaid or unconverted interest accrued
through September 30, 2002)("Principal"). The Borrower
acknowledges that it has received full payment of or benefit from
the Principal prior to the date hereof. In addition, a resolution
of the Board of Directors of the Borrower authorizing the
execution of this Convertible Debenture Agreement and Convertible
Debenture is marked as Exhibit "A," and by this reference is made
a part hereof.1ConConcond

2.   CONVERTIBLE DEBENTURE TERM AND INTEREST RATE.  The Principal
and accrued Interest ("Interest") shall be due and payable to the
holder thereof on January 2, 2004.  The holder thereof may at its
election extend the term of the Convertible Debenture for
successive one (1) year periods upon written notice thereof to the
Borrower.

     Interest on the Convertible Debenture shall accrue from
September 30, 2002 at the rate of ten percent (10%) per annum,
calculated monthly, until paid or converted.  Interest and
Principal shall be due and payable to the Lender upon maturity or
earlier redemption or conversion.  However, in the event of
default, interest shall accrue at the rate of twelve percent (12%)
per annum, calculated monthly, from the date of default.

3.   REDEMPTION.  The Borrower may only elect to redeem the
Convertible Debenture by paying the Principal and accrued Interest
of the Convertible Debenture five (5) days prior to final maturity
of the Convertible Debenture, unless the Lender shall have already
opted to convert. The foregoing notwithstanding, the Lender may
convert the Principal and accrued Interest into any securities of
the Borrower that are outstanding, or may be offered, pursuant to
Paragraph 5 below upon three (3) days written notice of conversion
("Notice of Conversion"), at any time, except that a conversion
into the common stock of the Borrower may not occur prior to
December 31, 2002.

4.        NEGOTIABILITY.  The Convertible Debenture shall be
saleable, transferable, assignable or otherwise negotiable, by
the holder thereof, upon written notification to Borrower of the
new holder and its address provided that the assignor and the
assignee comply with federal and all applicable state securities
laws in offering and in completing any such assignment.  The Borrower

<PAGE>

hereby makes an unconditional promise to repay the Principal and
accrued Interest of the Convertible Debenture on or before the date
due to any permitted transferee and acknowledges that repayment to a
transferee is not subject to any claims or defenses the Borrower
may have against prior holders.  Furthermore, it is agreed that
all rights, benefits, representations and warranties made by the
Borrower shall survive any sale, transfer, assignment, or other
negotiation by Lender to a permitted transferee.

5.   CONVERSION OF DEBT INTO BORROWER'S SECURITIES. The Holder
(which includes the Lender and any permitted transferee) may elect
at any time to convert the Principal and/or accrued Interest (to
the day prior to the date Notice of Conversion is given to the
Borrower), in whole or in part, except that a conversion into
common stock of the Borrower may not occur prior to December 31,
2002 and further a conversion may not occur unless at the time of
the conversion there exists an exemption from registration for the
conversion under federal and applicable state securities laws.
This conversion shall be made into as many securities (the
"Conversion Shares"), of whatever class of stock or other
securities of the Borrower outstanding, or which may be offered,
at the designation of the Holder, as equals the dollar amount to
be converted pursuant to the following:

     If converted into the common stock of the Borrower, the
     conversion shall be for the amount of stock as equals the
     dollar amount converted divided by $.03.

     As to any other class of stock, or other security outstanding
     or offered by Borrower, then the conversion shall be made at
     the amount as equals the dollar amount converted divided by
     the average closing bid price for the class of stock or other
     security being purchased as reported by the OTC Bulletin
     Board (or such other public market on which the securities
     are traded) for the three (3) most recent days on which
     trading in the security takes place prior to the date of the
     Lender's Notice of Conversion to the Borrower. However,
     should the class of stock or security not be traded and
     quoted on a public market, then the price shall be the price
     per share or per security of the market value of such
     securities as determined by an independent, financial
     appraiser which is agreeable to both Borrower and Lender.

However, for any conversion with respect to accrued Interest
accruing after December 31, 2002, the conversion of such accrued
Interest will be pursuant to the following:

     If converted into the common stock of the Borrower, or in the
     election of the Holder any other class of stock, or other
     security outstanding or offered by the Borrower, then the
     conversion shall be made at the amount as equals the dollar
     amount converted divided by ninety percent (90%) of the
     average closing bid price for the class of stock or other
     security being purchased as reported by the OTC Bulletin
     Board (or such other public market on which the securities
     are traded) for the three (3) most recent days on which
     trading in the security takes place prior to the date of the
     Lender's Notice of Conversion to the Borrower.

     Should the class of stock or security not be traded and
     quoted on a public market, then the price shall be ninety
     percent (90%) of the price per share or per security of the
     market value of such securities as determined by an
     independent, financial appraiser which is agreeable to both
     Borrower and Lender.

<PAGE>

6.   DEFAULT.  Each of the following events shall be and shall
     constitute an event of default under this Agreement, and Borrower
     shall have a duty to inform Lender of the occurrence of any such
     default within ten (10) calendar days of such occurrence

     (a)  Any default by the Borrower in the punctual payment of the
          Principal and accrued Interest of the outstanding Convertible
          Debenture when, and as, the same shall become due and payable.

     (b)  Any default by the Borrower under, or breach by the
          Borrower in the performance of, any covenant, agreement,
          warranty, representation or condition contained in this
          Agreement or the Convertible Debenture;

     (c)  If the Borrower or its subsidiaries shall:

          (i)    apply for, or consent to, the appointment of a
                 receiver, trustee, or liquidator of the Borrower or
                 its subsidiaries for all or substantially all
                 assets of the Borrower or its subsidiaries;
          (ii)   file or be served with any petition for relief
                 under the Bankruptcy Code or any similar federal or
                 state law or admit in writing its inability to pay
                 its debts as they become due; or
          (iii)  make a general assignment to or for the
                 benefit of creditors;

     (d)  If any pleading shall be filed in any court or other
          forum seeking the adjudication of the Borrower or its
          subsidiaries as a bankrupt or insolvent, the appointment
          of a receiver, trustee, or liquidator of the Borrower or
          its subsidiaries or of all or substantially all of their
          assets which pleading shall not be dismissed within
          ninety (90) days; or a court shall have entered a decree
          or order for relief in respect of the Borrower or its
          subsidiaries in an involuntary case under applicable
          bankruptcy, insolvency, or other similar law now or
          hereafter in effect, or ordering the winding-up or
          liquidation of its affairs; or

     (e)  The filing of any tax lien respecting any of the assets
          of the Borrower or its subsidiaries;

     (f)  A default under any bond, debenture, note or other evidence
          of indebtedness by the Borrower or any subsidiary under any
          mortgage, indenture or instrument under which there may be issued
          or by which there may be secured or evidenced any indebtedness of
          such type by the Borrower or any subsidiary with a principal
          amount then outstanding in excess of $50,000, or any failure to
          pay off when due, or extend without inducement to its guarantor,
          the specific indebtedness to Frost Bank; or

     (g)  A final judgment for the payment or money shall be entered
          against the Borrower or any subsidiary in an aggregate amount in
          excess of $50,000 by a court of competent jurisdiction, which
          judgment remains undischarged for a period of 45 days after the
          right to appeal has expired; or

<PAGE>


     (i)  The foregoing notwithstanding, the Borrower shall have
          thirty (30) days from the date of such default to cure
          said default, other than a default under Section 6(a).
          Upon such cure the terms of the Convertible Debenture
          shall continue in effect.


7.   REMEDIES UPON DEFAULT.  Upon the occurrence of any one or
more of the events of default described in Section 6 of this
Agreement and subject solely to the Borrower's actual cure of the
default pursuant to Section 6(i), the holder of the Convertible
Debenture at its option, and in its sole discretion, may declare
the unpaid balance of the Principal and accrued Interest, together
with any further amount as shall be sufficient to cover costs and
expenses of collection, including attorney's fees, immediately due
and payable as fully and as completely as if said aggregate sum
was originally agreed to be paid at such time, all without notice
or demand, which are hereby expressly waived by the Borrower.  In
addition, thirty (30) days after the occurrence of any one or more
of such events of default, the holder may proceed to enforce
payment of the Principal and accrued Interest, together with any
further amount as shall be sufficient to cover costs and expenses
of collection, including attorney's fees, including conversion as
set out in paragraph 5 above, default Interest, as accelerated as
above provided, and any and all other duties, obligations and
liabilities secured by this Agreement and the Convertible
Debenture.

8.   LOCATION OF TRANSACTION.  The offer and acceptance of the
Convertible Debenture, and any subsequent election to convert any
portion of this Convertible Debenture into common stock or other
securities as provided by Section 5 above, shall be deemed
concluded at the office of the Borrower, 12401 South 450 East,
Bldg. D2, Suite A, Salt Lake City, Utah 84020.

9.   EXEMPTION OF THIS DEBENTURE FROM REGISTRATION.   The Borrower
and the Lender agree that the offer and acceptance of this
Convertible Debenture is exempt from the registration requirements
of Section 5 of the Securities Act of 1933, pursuant to an
exemption specified in Sections 4(2) and 4(6) of the Securities
Act and rules thereunder.  The securities being offered by the
Borrower to the Lender, in the event that the Lender exercises its
conversion rights to purchase Borrower's common stock or other
securities pursuant to this Agreement, have not been registered
under the Securities Act of 1933 or applicable State blue sky or
securities laws and are offered under the exemptions from
registration discussed above.  If Lender exercises its conversion
rights, the securities so purchased cannot be sold, transferred,
assigned or otherwise disposed of, except in compliance with this
Convertible Debenture Agreement and the applicable Federal and
State securities laws and regulations.

10.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.  The
Borrower represents, warrants and covenants to the Lender as
follows:

     (a)  The Borrower shall maintain accurate records and books of
          account, in accordance with generally accepted accounting
          principles, consistently applied throughout the periods included
          therein, and the Lender shall have the right to receive and review
          Borrower's SEC filings and financial statements contained therein;

     (b)  The Borrower shall pay and discharge when due all taxes,
          levies and other charges which are or, if they remain unpaid, may
          become a lien against its or its subsidiaries' properties or
          assets;

<PAGE>

     (c)  The Borrower shall maintain adequate insurance against loss
          or damage to all of its or its subsidiaries' properties and assets
          and will maintain insurance deemed by the Borrower to be adequate
          against loss or damage to all of its or its subsidiaries'
          properties and assets and liability for damage to the person or
          property of others;

     (d)  The Borrower shall notify the Lender if, at any time, it
          changes the address of the office where it keeps its books and
          records.

     (e)  The Borrower shall maintain its and its subsidiaries'
          corporate existence and comply with all valid and applicable
          statutes, rules, ordinances, regulations or orders, federal, state
          and local, maintain its and its subsidiaries' franchises, and
          maintain its and its subsidiaries' properties in good operating
          conditions;

     (f)  The Borrower shall at all times that the Convertible
          Debenture is outstanding, maintain an adequate number of
          authorized but un-issued shares of common stock necessary for the
          conversion of the Principal and accrued Interest, such shares to
          be issued free and clear of pre-emptive and similar rights, taxes,
          liens, charges and interests.

     (g)  The Borrower, concurrent with the issuance hereof, shall
          deliver a certified copy of a resolution of its board of directors
          authorizing the Borrower's transfer agent to issue the fully paid
          and non-assessable Conversion Shares upon Notice of Conversion,
          directing the transfer agent to issue the Conversion Shares upon
          Notice of Conversion, and granting the transfer agent full
          irrevocable authority to act upon the Notice of Conversion upon
          receipt, subject only to appropriate legal opinions regarding the
          availability of any exemption from registration for such
          conversion under federal and applicable state securities laws.

     (h)  The Borrower is a corporation duly organized, validly
          existing and in good standing under the laws of the State of
          Colorado and is qualified or authorized to do business as a
          foreign corporation and is in good standing in all jurisdictions
          in which qualification or authorization may be required and has
          all requisite corporate power and authority, licenses and permits
          to own or lease and operate its properties and any of its business
          as presently being conducted and to execute, deliver and perform
          this Agreement, the Convertible Debenture, and consummate the
          transactions contemplated hereby.

     (i)  The Borrower is a Reporting Company whose common stock is
          registered with the U.S. Securities and Exchange Commission
          pursuant to the Securities Exchange Act of 1934 as amended. The
          Borrower represents and warrants that it will file all such
          reports as required and that the information contained therein
          does not and will not contain any misstatement of material
          information or any omission of information necessary to make the
          information provided not misleading.

     (j)  All covenants and agreements in this Agreement and the
          Convertible Debenture by the Borrower shall bind its successors
          and assigns, whether so expressed or not.  No payment,
          distribution or other action may be taken by any subsidiary of the
          Borrower with respect to this Agreement or the Convertible
          Debenture if the Borrower would be prohibited from taking such
          action.

<PAGE>

     (k)  Neither the Borrower nor any of its subsidiaries shall incur,
          create, issue, assume, guarantee or otherwise become liable for
          any indebtedness that is senior in any respect to the Convertible
          Debenture without the prior written consent of the Lender.


11.  REPRESENTATIONS AND WARRANTIES OF LENDER. The Lender
represents and warrants to the Borrower as follows:

     (a)  Lender is an accredited investor within the definition set
          out in Section 2(a)(15) of the Securities Act, which definition
          has been provided to Lender.

     (b)  The offer and acceptance of the Convertible Debenture, and
          the Conversion Shares to be received upon conversion thereof,
          shall have taken place only after a thorough review of all
          information the Borrower has made publicly available, all
          additional questions that the Lender has based on its review of
          such information have been adequately addressed, and review and
          execution by Lender of Borrower's current Subscription Agreement
          that has been provided to Lender.  In addition, the Lender
          represents that he has consulted with his legal, financial, and
          tax advisors regarding the advisability of this Agreement and the
          Convertible Debenture to the extent the Lender has determined such
          consultation to be necessary or appropriate in the circumstances.

     (c)  The Lender is aware that the Convertible Debenture and
          Conversion Shares have not been and might not be registered with
          the U.S. Securities and Exchange Commission, and may only be sold
          in accordance with applicable law and regulations.

          The Lender is acquiring the Convertible Debenture and
          Conversion Shares received upon conversion thereof for
          investment purposes only and not with a view to the further
          distribution thereof, and the Lender has not entered into
          any agreement or other arrangement or understanding with
          any party regarding the resale of this Agreement, the
          Convertible Debenture, the Conversion Shares, or any
          interest or partial interest therein.

     (d)  The Lender will not sell, sell short or cause any trading
          directly or indirectly to take place in the market for any of the
          Borrower's securities into which Principal or accrued Interest of
          the Convertible Debenture may be converted that would in any way
          negatively affect the trading price of such securities until after
          a Notice of Conversion is given to the Borrower.

12.  RIGHTS AND REMEDIES.  Each right, power or remedy of the
Lender or its assignee upon the occurrence of any event of default
as provided for herein, or now or hereafter existing at law or in
equity or by statute, shall be cumulative and concurrent and shall
be in addition to every other right, power or remedy provided for
herein or now or hereafter existing at law or in equity or by
statute, and the exercise or beginning of the exercise by the
Lender or its assignee of any one or more of such rights, powers
or remedies shall not preclude the simultaneous or later exercise
of any or all such other rights, powers or remedies.  The Borrower
covenants that it will not at any time insist upon, or plead, or
in any manner whatsoever claim or take benefit or advantage of,
any stay, usury or extension law wherever enacted or now or at any
time hereafter in force, which may effect the covenants or
performance of this agreement.

<PAGE>

13.  FAILURE TO ACT AND WAIVER.  No failure or delay by the holder
to insist upon the strict performance of any term hereof or to
exercise any right, power or remedy consequent upon an event of
default hereunder shall constitute a waiver of any such term or of
any such breach, or preclude the holder from exercising any such
right, power or remedy at any later time or times.  By accepting
payment after the due date of any amount payable hereunder, the
holder shall not be deemed to waive the right either to require
payment when due of all other amounts payable hereunder, or to
declare an event of default hereunder for failure to effect such
payment of any such other amount.

14.  REGISTRATION RIGHTS.  If the Borrower proposes to register
under the Securities Act shares of its Common Stock, the Borrower
shall include in such registration all Conversion Shares that the
Lender desires to include therein. In addition, within 90 days of
the Borrower's receipt of a written request from the Lender
(provided such request is received after the Lender has filed the
Form 10-KSB for the period ended December 31, 2002), or as soon
after that filing as practical, the Borrower shall prepare and
file a registration statement under the Securities Act for the
purpose of effecting a registration of the Conversion Shares. The
Borrower shall use its reasonable best efforts to effect such
registration and to keep the registration continuously effective.
In either case, the Borrower shall enter into such agreements as
are customary and take such other actions as are reasonably
necessary in order to expedite or facilitate the disposition of
the Conversion Shares, including without limitation the listing of
all Conversion Shares on each securities exchange or other trading
market on which securities of the same class or series are then
listed.  The Borrower shall also file the reports required to be
filed by it under the Securities Exchange Act of 1934, so as to
enable the Lender to sell Conversion Shares pursuant to Rule 144.
All reasonable costs of such registration and listing of
securities shall be borne by Lender.  In addition, the Lender will
provide information necessary regarding the Lender and its
ownership of the Conversion Shares necessary for inclusion in any
such registration statement, and will enter into customary cross-
indemnification agreements with respect to the information
provided by the Lender.

15.  ACCEPTANCE OF INVESTMENT INTENT AND ESTOPPEL.  In reliance
upon the representations and warranties of the Lender, the
Borrower affirmatively accepts and acknowledges:  the Lender's
investment intent; that the Lender is not an "underwriter" as
defined by Section 2(a)(11) of the Securities Act; and that the
Borrower shall be estopped from asserting as either a claim or
defense that the Lender is an underwriter as a result of the
purchase of the Convertible Debenture or conversion thereof.

16.  BROKERAGE FEES AND OTHER EXPENSES.  The Borrower and Lender
agree that there are no brokerage fees or commissions due related
to the execution or performance of the Convertible Debenture
Agreement or the Convertible Debenture.   Each shall bear its own
incidental expenses of the transaction including any attorney's
fees.  In addition, the Borrower and Lender agree that there is no
finder fee or other payment due to any third party as result of
this transaction.

17.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The
Representations and Warranties set forth above shall survive the
execution of this Agreement and may be relied upon by either Party
so long as the relying Party does not have actual knowledge of the
invalidity or inaccuracy of said Representations and Warranties.


<PAGE>


18.  INDEMNIFICATION.  Borrower agrees to indemnify and hold
harmless Lender for any liability arising to Lender after closing
from Lender's reliance on Borrower's Representations and
Warranties. Lender also agrees to indemnify and hold harmless
Borrower for any liability arising to Borrower after closing from
Borrower's reliance on Lender's Representations and Warranties.

19.  COUNTERPARTS/FACSIMILE SIGNATURES.  This Agreement may be
executed in counterpart signatures and the Parties agree that a
facsimile signature transmitted from a known telephone number of
either Party shall be deemed to be an original signature.

20.  GOVERNING LAW.  This Agreement and Debenture shall be
construed and enforced in accordance with the laws of the United
States and the State of Utah, without regard to conflicts of law.
In the event that any dispute should arise pertaining to this
Agreement and Debenture, the parties agree that jurisdiction shall
vest only in the State or Federal Courts located in Salt Lake
City, Utah in order to resolve such dispute.

21.  NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed
to have been duly given (a) on date of delivery if delivered
personally or (b) on the fifth day after being sent by certified
mail, return receipt requested, with postage prepaid, or by
courier service, return receipt requested, as follows:

     Borrower: Jennifer T. Evans, Corporate Secretary
               GOLDEN EAGLE INTERNATIONAL, INC.
               12401 South 450 East, Bldg. D2, Suite A
                Salt Lake City, Utah 84020

     Lender:   Kevin Pfeffer
               740 Gulf Lane
               P.O. Box 0606
               Pineland, FL 33945


22.  ENTIRE AGREEMENT.  This Agreement and the Convertible
Debenture constitute the entire agreement between the parties
hereto and supersede all prior agreements, understandings and
arrangements, oral or written, between the parties hereto with
respect to the subject matter hereof and thereof.  This Agreement
may not be amended or modified, except by a written agreement
signed by all parties hereto.


EXECUTED AND ACKNOWLEDGED on the date first set out above.


GOLDEN EAGLE INTERNATIONAL, INC.

By: /s/ Terry C. Turner                  /s/ Kevin Pfeffer
    ---------------------------          -----------------------------
    Terry C. Turner, President               Kevin Pfeffer




</TEXT>
</DOCUMENT>
</SUBMISSION>
