<SUBMISSION>
<ACCESSION-NUMBER>0001023175-02-000251
<TYPE>8-K
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<PERIOD>20021101
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021118
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>GOLDEN EAGLE INTERNATIONAL INC
<CIK>0000869531
<ASSIGNED-SIC>1000
<IRS-NUMBER>841116515
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
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<STREET1>12401 SOUTH 450 EAST
<STREET2>BLDG D2 SUITE A
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84020
<PHONE>8016199320
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<STREET2>BLDG D2 SUITE A
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84020
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<FORMER-CONFORMED-NAME>BENEFICIAL CAPITAL FINANCIAL SERVICES CORP
<DATE-CHANGED>19940329
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>golden8k.txt
<TEXT>


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

                          CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of Earliest Event) November 1, 2002



                 Golden Eagle International, Inc.
             _______________________________________
     (Exact Name of Registrant as Specified in its Charter)


       Colorado                   0-23726               84-1116515
    _______________             ___________            ________________
    (State or Other             (Commission            (I.R.S. Employer
    Jurisdiction of             File Number)           Identification
    Incorporation)                                     No.)



12401 South 450 East, Building D2, Suite A, Salt Lake City, Utah 84020
______________________________________________________________________
       (Address of Principal Executive Offices) (Zip Code)


                          (801) 619-9320
                        _________________
      (Registrant's Telephone Number, Including Area Code)


                         Not Applicable
                       ___________________
 (Former Name or Former Address, If Changed Since Last Report.)


<PAGE>


ITEM 5 - OTHER EVENTS

      On November 1, 2002, Golden Eagle International, Inc. ("GEII") and Kevin
Pfeffer executed a convertible debenture relating to Mr. Pfeffer's prior
investments in GEII and consolidating all previous agreements between the
parties.  The convertible debenture is dated October 18, 2002, effective as of
February 6, 2002.

Prior Transactions
------------------

      Mr. Pfeffer has advanced $2,830,000 to and for the benefit of GEII.  He
made the first advance of $100,000 in September 2000, and most recently
advanced $750,000 in February 2002.  As described in our annual report on Form
10-KSB for the year ended December 31, 2002, these advances were represented
by convertible debentures that reflected the following general terms:

..     A two-year term (which was extended in every case on September 28,
      2001, for an additional two-year term);
..     Interest accruing at 10% per annum; and
..     Principal and accrued interest were convertible at any time.

      The negotiations between GEII and Mr. Pfeffer provided that the
debentures would be convertible into GEII Common Stock at a price equal to the
lesser of $.03 per share or 50% of the average of the closing bid price of
Common Stock for three days prior to conversion.  The documents erroneously
provided a different conversion price; furthermore, as a result of the 25
different advances that Mr. Pfeffer made to GEII, there were a large number of
different convertible debentures which GEII and Mr. Pfeffer agreed to
consolidate into a single document.  As a result of the convertible debenture
agreement described below (the "Convertible Debenture"), all prior
understandings were cancelled and were merged into the Convertible Debenture.

Convertible Debenture
----------------------

      The following is a summary description of the Convertible Debenture
executed by the parties on November 1, 2002 (although effective as of earlier
dates), and this description is qualified in its entirety by reference to the
full text of the Convertible Debenture, which is filed as Exhibit 1.

      The Convertible Debenture provides for a total principal amount of
$3,062,830.09, which includes $2,830,000 that Mr. Pfeffer advanced to GEII as
well as interest on that amount that had accrued through September 30, 2002.
Unless Mr. Pfeffer chooses to convert the debenture, GEII must pay all
principal and interest on the Convertible Debenture to Mr. Pfeffer on January
2, 2004.  The Convertible Debenture is considered to be a restricted security
and Mr. Pfeffer represented to GEII that he acquired the Convertible Debenture
for investment purposes only, and pursuant to an exemption from registration.
Interest accrues on the principal amount at a rate of 10% per year, calculated
monthly, except in the case of a default, in which case the interest rate
increases to 12% per year.  GEII may redeem the Convertible Debenture five
days prior to stated maturity by paying the principal and accrued interest.
For as long as the Convertible Debenture is outstanding, GEII and its
subsidiaries are prohibited from incurring any future indebtedness which is
senior in any respect to the Convertible Debenture.  This provision will
require that GEII obtains Mr. Pfeffer's consent prior to incurring any secured
indebtedness in the United States or in its Bolivian operations.

      On or after December 31, 2002, Mr. Pfeffer may convert all or a portion
of the principal amount of the Convertible Debenture (and interest that
accrued through December 31, 2002) into shares of Common Stock at a price of
$.03 per share. If the entire outstanding Convertible Debenture were converted
on December 31, 2002, Mr. Pfeffer would receive 104,646,695 shares of
restricted GEII Common Stock.

      The Convertible Debenture also contemplates that Mr. Pfeffer may convert
the principal and accrued interest into other GEII securities if any are
outstanding or are being offered at the time of conversion.  In that case, the
conversion rate will be equal to 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.

      Interest that accrues after December 31, 2002, is treated differently
for conversion purposes.  In that case, the amount of interest being converted
will be divided by 90% of the average closing bid price for the three most
recent days on which trading of GEII Common Stock has taken place.  If the
interest is being converted into other outstanding or offered securities, the
amount of interest will be divided by 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.  If the security is not listed or quoted, then the
denominator will be 90% of the price per security of the market value of the
securities as determined by an independent financial appraiser.

      The Convertible Debenture 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.
GEII has a 30-day cure period with respect to all defaults.  Should an event
of default occur that GEII fails to remedy in a timely manner, the Convertible
Debenture gives Mr. Pfeffer the right to accelerate the entire indebtedness.
Mr. Pfeffer has agreed not to sell, sell short or cause any trading to take
place in the market for any of GEII's securities into which the Convertible
Debenture 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 GEII.
Mr. Pfeffer has the right to include the shares issued upon conversion of the
Convertible Debenture in future registration statements that GEII may file;
furthermore Mr. Pfeffer may demand that GEII file a registration statement for
the shares issuable upon conversion after GEII files its annual report for the
year ending December 31, 2002.

      On November 1, 2002, Mr. Pfeffer filed a Form 3 and a Schedule 13D with
the Securities and Exchange Commission relating to his investment in the
Convertible Debenture.  In these filings he stated that he owned 15,889,583
shares of GEII Common Stock directly, and an additional 102,900,112 shares
indirectly that were issuable upon conversion of the Convertible Debenture.

      In his Schedule 13D filing, Mr. Pfeffer stated that, except as
described, he had 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 GEII;

b.    an extraordinary corporate transaction involving GEII or its
      subsidiaries;

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

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

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

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

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

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

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

j.    any similar action.

      In his Schedule 13D, Mr. Pfeffer went on to state that, notwithstanding
his representations in paragraphs (a) through (j), above, he may determine to
change his investment intent with respect to GEII at any time in the future.
Mr. Pfeffer stated that he intends to vote his shares of Common Stock as he
deems appropriate from time-to-time.  In determining 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 the business and prospects of GEII, anticipated future developments
concerning GEII, existing and anticipated market conditions from time-to-time,
general economic conditions, regulatory matters, and other opportunities
available to Mr. Pfeffer.  In his Schedule 13D, Mr. Pfeffer reserved the right
to acquire additional securities of GEII in the open market, in privately
negotiated transactions (which may be with GEII or with third parties) or
otherwise, to dispose of all or any portion of his holdings of securities of
GEII or to change his intention with respect to any or all of the matters
referred to in this paragraph and in paragraphs (a) through (j), above.

      Currently GEII does not have the funds necessary to pay these debentures
when due.  GEII will have to raise additional capital in order to pay the
Convertible Debenture when due, or negotiate an extension of the obligations
unless Mr. Pfeffer converts it into shares of Common Stock.  Inasmuch as the
GEII's Common Stock has traded in the range of $0.045 to $0.30 for more than
the past year, and has recently been trading at prices above $0.24, it is
possible that Mr. Pfeffer will convert some or all of the Convertible
Debenture should the prices remain sufficiently high.  The risk that such a
conversion may occur creates a significant overhang in the public market for
GEII's Common Stock and this overhang may negatively affect GEII Common
Stock's market price or trading volume.  Furthermore, should Mr. Pfeffer
convert the entire Convertible Debenture, he will own approximately 1/3rd of
the outstanding GEII Common Stock and will be the single largest holder of
GEII Common Stock.

      Unless and until Mr. Pfeffer converts the Convertible Debenture into
Common Stock, Mr. Pfeffer will not have voting rights or other rights commonly
associated with the ownership of Common Stock.  In addition to the Convertible
Debenture, Mr. Pfeffer owns 15,889,583 shares of GEII's Common Stock.  Mr.
Pfeffer does have voting and other rights attributable to those shares.

Item 701 information
--------------------

      The following sets forth information required under Item 701 of
Regulation S-B with respect to the Convertible Debenture:

(a)   Date, Title and Amount of Securities Sold.   A Convertible Debenture
      in the amount of (including principal and interest accrued through
      December 31, 2002) $3,139,400.85, convertible after December 31, 2002
      into 104,646,695 shares of GEII's restricted Common Stock.  The
      Convertible Debenture continues to bear interest at 10% per annum after
      December 31, 2002, and the additional interest will be convertible into
      shares of restricted Common Stock as described above.

(b)   Names of Principal Underwriters, if any.  None.  GEII sold the
      Convertible Debenture to a single accredited investor, in consideration
      for the cancellation of previous convertible debentures and obligations
      previously described in GEII's annual report on Form 10-KSB for the year
      ended December 31, 2001, and other reports.

(c)   Describe Underwriting Discounts, Commissions, and Consideration Received
      by GEII.  GEII did not pay any underwriting discounts or commissions in
      connection with the sale. GEII did not receive any cash in exchange for
      the Convertible Debenture; it did receive cancellation of previous
      convertible debentures and obligations GEII owed to the single
      accredited investor as a result of his previous investments.

(d)   Exemption from Registration Claimed.  GEII relied on the exemptions
      provided by 4(2) of the Securities Act of 1933 ("1933 Act") for
      transactions not involving a public offering, and 4(6) of the 1933 Act
      for transactions with accredited investors only.  The investor
      represented that:

      (i)    He was an accredited investor;
      (ii)   He was taking the securities (both the Convertible Debenture and,
             upon conversion, the Common Stock) for investment purposes only
             and without a view toward further distribution;
      (iii)  He was not an underwriter with respect to the Convertible
             Debenture or the underlying securities (as the term "underwriter"
             is defined in 2(a)(11) of the 1933 Act);
      (iv)   He accepted the Convertible Debenture only after a thorough
             review of all information GEII made publicly available, all
             additional questions that the accredited investor based on its
             review of such information have been adequately addressed, and
             review and execution by the accredited investor of GEII's
             subscription agreement; and
      (v)    He has consulted with his legal, financial, and tax advisors
             regarding the advisability of the Convertible Debenture to the
             extent the accredited investor determined such consultation to be
             necessary or appropriate in the circumstances.

      Furthermore, GEII engaged in no public advertising or general
solicitation for the offer and sale of the Convertible Debenture, the
underlying Common Stock, or the predecessor convertible debentures.

(e)   Terms of Conversion.  As described above, the Convertible Debenture
      (including principal and interest accrued through December 31, 2002) are
      convertible into Common Stock at $.03 per share; interest that accrues
      after December 31, 2002 will be convertible into Common Stock at 90% of
      the average closing bid price for the three most recent days on which
      trading of the Common Stock has taken place.  If GEII has other
      securities outstanding, the accredited investor may convert into those
      other securities on similar terms.

(f)   Use of Proceeds.  Not applicable since this report is not provided in
      connection with the effectiveness of the first registration statement
      filed under the Securities Act by GEII.

Corrections to GEII's Form 10-KSB for the year ended December 31, 2001
----------------------------------------------------------------------

      GEII's annual report on Form 10-KSB for the year ended December 31,
2001, set forth information that GEII believed to be accurate with respect to
Mr. Pfeffer's relationship with GEII at the time.  After reviewing the Form
10-KSB, Mr. Pfeffer advised GEII that the description of the conversion
privilege did not set forth the agreements between the parties, as he
understood them to be.  GEII understood Mr. Pfeffer's investment and his right
to convert to be "50% of the average closing price for the previous three
trading days, or $0.03, whichever is greater."  (This conversion description
is contained on pages 14, 15, 18, F-14, and F-19 of the Form 10-KSB.)   Mr.
Pfeffer stated that his agreement with GEII was based on the lesser of those
prices.  After discussion, GEII accepted Mr. Pfeffer's position and issued the
Convertible Debenture described above to supercede and replace all of the
convertible debentures previously issued.  Based on the discussions with Mr.
Pfeffer, the conversion terms were described in GEII's Form 10-QSB for the
quarter ended June 30, 2002, correctly on pages 8 and F-5.

      On page 27, in the Section entitled: "Compliance with Section 16(a) of
the Securities Exchange Act of 1934," the Form 10-KSB stated that Mr. Pfeffer
filed a Form 3 for September 2000, Form 5s for the years ended December 31,
2000 and 2001, Form 4s for January and February 2002, and a Schedule 13D with
the Securities and Exchange Commission in April 2002.   In actuality, Mr.
Pfeffer filed a single Form 3 on November 1, 2002, and filed a Schedule 13D on
the same date.

      On page 31, in "Item 11.  Security Ownership of Certain Beneficial
Owners and Management", GEII incorrectly aggregated the security ownership of
Mr. Pfeffer with that of his brother, Keith because GEII believed that they
resided in the same household.  That proved to be incorrect at the time.  Note
(8) to that table correctly stated:  "Kevin Pfeffer and Keith Pfeffer each
disclaims beneficial ownership of all securities held by the other and this
report should not be deemed an admission that the reporting person is the
beneficial owner of such securities for purpose of Section 16 or for any other
purpose."

      The change in the terms of the conversion price for the benefit of
Messrs. Pfeffer has also resulted in a requirement to restate GEII's financial
statements for the December 31, 2001 fiscal year to record "the intrinsic
value of the beneficial conversion feature (the market price of the stock at
the commitment date in excess of the conversion rate) is recorded as
additional paid-in capital and as non-cash interest expenses using the
interest method to allocate the conversion benefit to the affected periods."
GEII has recognized this expense in its Form 10-QSB for the June 30, 2002,
quarter.  See Note C to the financial statements (entitled "Convertible
Debentures") on page F-6.  GEII intends to restate its annual financial
statements to reflect this correction and will file the restated financial
statements as an exhibit to a Form 8-K or an amendment to the 2001 Form
10-KSB.

      GEII understands that Section 304 of the Sarbanes-Oxley Act of 2002
provides that when an issuer is required to restate its financial statements,
the chief executive officer and the chief financial officer of GEII will be
required to reimburse GEII for:

      Any bonus or other incentive-based or equity-based compensation received
      by that person from the issuer during the twelve month period following
      the publication of the financial statements; and

      Any profits realized from the sale of securities of the issuer during
      that twelve-month period.

      Neither GEII's chief executive officer (Terry C. Turner) nor its chief
financial officer (Jennifer T. Evans) received any cash or stock bonus (or
other incentive-based or equity-based compensation) after the publication of
the financial statements to be restated.  As described in GEII's Form 10-QSB
for the quarter ended June 30, 2002, on March 20, 2002 (before the publication
of the financial statements included in the 2001 Form 10-KSB), GEII's Board of
Directors granted options to Mr. Turner to purchase 25,000,000 shares of GEII
Common Stock at $0.075 per share, for a one-year period.  Since these were
granted prior to the publication of the financial statements to be restated,
304 of the Sarbanes-Oxley Act is not applicable.

      Neither Mr. Turner nor Ms. Evans sold any securities of GEII during the
applicable period.  Thus there are no amounts to be recovered under 304 of the
Sarbanes-Oxley Act.

ITEM 7  -  FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS

      (a)      Financial Statements of business acquired.  Not applicable.
      (b)      Pro forma financial statements.  Not applicable.
      (c)      Exhibits.


Exhibit 4     Convertible Debenture and Convertible Debenture Agreement
              dated October 18, 2002, as of February 6, 2002, executed by and
              between GEII and Mr. Pfeffer.

                            SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              GOLDEN EAGLE INTERNATIONAL, INC. (Registrant)


Date:   November 15, 2002     By:      /s/ Terry C. Turner
                                  __________________________________________
                                  Terry C. Turner, President and Chief
                                  Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>goldendebenture.txt
<DESCRIPTION>CONVERTIBLE DEBENTURE & CONVERTIBLE DEBENTURE AGREEMENT
<TEXT>

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:

------------------------------------------------------------------------------
                                                          Aggregate Amount
                                                          of Shares
                                                          Beneficially Owned
                                                          (Sole Voting and
Date        Amount of Debenture ($)    Source of Funds    Dispositive Power)
---------   -----------------------    ---------------    ------------------

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


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.

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 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.  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. The Borrower acknowledges that repayment to a permitted transferee
is not subject to any claims or defenses the Borrower may have against the
Lender. The Borrower hereby makes an unconditional promise to repay the
Principal and accrued Interest hereunder on or before the date due to any such
transferee and acknowledges that repayment to a transferee is not subject to
any claims or defenses the Borrower may have against prior holders.

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.

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 failure to pay off when due, or
          extend without inducement to its guarantor, the specific
          indebtedness to Frost Bank, or any subsidiary or 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

     (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

     (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 a 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;

     (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.

     (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.

     (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 any
          Shares received upon conversion thereof, shall have taken place only
          after a thorough 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 Shares
          received upon conversion thereof, 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 Shares
          received upon conversion thereof for investment and not with a view
          to the distribution thereof and 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.

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 after the filing of 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.

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.

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>
