<PAGE>

                     7% SENIOR SECURED CONVERTIBLE DEBENTURE

     NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
     HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
     EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
     RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
     EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


No. ___                                                           US $_______

                     Eco Soil Systems, Inc. and Subsidiaries

          7% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JANUARY 24, 2001



         THIS DEBENTURE is issued jointly and severally by Eco Soil Systems,
Inc., a corporation organized and existing under the laws of the State of
Nebraska (the "Company") and its wholly-owned subsidiaries, Agricultural
Supply, Inc., a Delaware corporation, Turf Partners, Inc., a Delaware
corporation and the subsidiaries of Agricultural Supply, Agricultural Supply
de Mexico, S.A. de C.V. and Sistemas Y Equipos Agricolas, S.A. de C.V., each
incorporated in Mexico (all of such subsidiaries collectively being referred
to herein as the "Subsidiaries") and is designated as their 7% Senior Secured
Convertible Debenture Due January 24, 2001.

         FOR VALUE RECEIVED, the Company promises to pay to _______________,
or permitted assigns (the "Holder"), the principal sum of
__________________________________________________ (US $__________) Dollars
plus a premium equal to ten percent of the outstanding principal balance on
the Maturity Date on January 24, 2001 (the "Maturity Date") and to pay
interest on the principal sum outstanding from time to time quarterly in
arrears at the rate of 7% per annum accruing from the date of initial
issuance. Accrual of interest shall commence on the first business day to
occur after the date of initial issuance and continue until payment in full
of the principal sum has been made or duly provided for. Quarterly interest
payments shall be due and payable on March 31, June 30, September 30 and
December 31 of each year, commencing with March 31, 2000. If any interest
payment date or the Maturity Date is not a business day in the State of New
York, then such payment shall be made on the next succeeding business day.
The interest on this Debenture is payable at the option of the Company, in
cash or in registered shares of Common Stock of the Company, $.005 par value
per share ("Common Stock") valued at the closing bid price of the Common
Stock on the interest payment date, at the address last appearing on the
Debenture Register of the

<PAGE>

Company as designated in writing by the Holder from time to time. The Company
will pay the principal of and any accrued but unpaid interest due upon this
Debenture on the Maturity Date, less any amounts required by law to be
deducted, to the registered holder of this Debenture and addressed to such
holder at the last address appearing on the Debenture Register. The
forwarding of such check shall constitute a payment of principal and interest
hereunder and shall satisfy and discharge the liability for principal and
interest on this Debenture to the extent of the sum represented by such check
plus any amounts deducted as required by law.

         This Debenture is subject to the following additional provisions:

                  1.  The Company shall be entitled to withhold from all
payments of principal of, and interest on, this Debenture any amounts
required to be withheld under the applicable provisions of the United States
income tax laws or other applicable laws at the time of such payments, and
Holder shall execute and deliver all required documentation in connection
therewith.

                  2.  This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of 1933, as amended (the
"Act"), and other applicable state and foreign securities laws. The Holder
shall deliver written notice to the Company of any proposed transfer of this
Debenture. In the event of any proposed transfer of this Debenture, the
Company may require, prior to issuance of a new Debenture in the name of such
other person, that it receive reasonable transfer documentation including
legal opinions that the issuance of the Debenture in such other name does not
and will not cause a violation of the Act or any applicable state or foreign
securities laws. Prior to due presentment for transfer of this Debenture, the
Company and any agent of the Company may treat the person in whose name this
Debenture is duly registered on the Company's Debenture Register as the owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Debenture be overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary. This
Debenture has been executed and delivered pursuant to the Convertible
Debentures and Warrants Purchase Agreement dated as of January 17, 2000
between the Company and the original Holder (the "Purchase Agreement"), and
is subject to the terms and conditions of the Purchase Agreement, which are,
by this reference, incorporated herein and made a part hereof. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
for such terms in the Purchase Agreement.

                  3.  The Holder of this Debenture is entitled, at its
option, to convert at any time commencing on the date hereof, the principal
amount of this Debenture or any portion thereof, together with accrued but
unpaid interest into shares of Common Stock of the Company ("Conversion
Shares") at a conversion price for each share of Common Stock ("Conversion
Price") equal to the lowest of (a) $3.00 (adjusted for any subsequent stock
splits or the like), (b) the average of the closing bid prices on the
Principal Market during the period of five consecutive Trading Days ending
the day prior to the issuance date of the Debenture, or (c) 90% of the three
lowest closing bid prices on the Principal Market during the fifteen
consecutive Trading Days ending with the last Trading Day prior to the date
of conversion. In no event shall the Conversion Price be less than two-thirds
(66.67%) of the Conversion Price which would

                                       2
<PAGE>

apply on the issuance date of this Debenture (the "Floor Price"), subject to
adjustment for any subsequent stock split or the like.

                  4.  The Company shall at all times prior to the conversion
in full or payment in full of this Debenture reserve a sufficient number of
shares of Common Stock to permit the Holder to convert the entire principal
amount of this Debenture at the Floor Price.

                  5.  The Company shall have the right to deliver to the
Holder a written notice of the Company's intent to redeem the entire
outstanding amount of this Debenture upon at least seven (7) Trading Days'
prior written notice, at a price equal to 110% of the average of the closing
bid prices of the Common Stock on the Principal Market for the five Trading
Days prior to the redemption date specified in such notice multiplied by the
number of shares which would otherwise be issuable upon conversion of the
entire principal balance hereof on such redemption date, plus all accrued but
unpaid interest. The Company shall make the redemption payment to the Holder
within two (2) Trading Days of the redemption date set forth in the Company
notice of redemption, or else the redemption notice shall be void, and the
Company shall thereafter not have any further right to redeem this Debenture.
The Holder shall have the right to convert this Debenture until the Trading
Day prior to the Trading Day set for payment of the redemption price.

                  6.  Notwithstanding anything to the contrary contained
herein, unless the shareholders of the Company shall have approved such
issuance in accordance with the requirements of the Principal Market, in the
event that a conversion (when aggregated with all prior conversions of
portions of this Debenture and all other Debentures and Warrants issued
pursuant to the Purchase Agreement plus that number of shares of Common Stock
which the Company contemplates issuing in the near future subject to the
limitations set forth in Section 6.9(iii) of the Purchase Agreement) requires
the Company to issue a number of shares of Common Stock which would exceed
19.9% of the number of shares of Common Stock issued and outstanding on the
date of this Debenture, the Company shall issue only such number of shares of
Common Stock as shall not exceed such limit and shall pay the Holder cash in
the amount of the closing price on the Conversion Date for the number of
shares of Common Stock in excess of such number of shares into which this
Debenture (or the portion thereof then being converted) is then convertible
at the Conversion Price. Any payments under this Paragraph 6 shall be made to
an account designated in writing by the Holder to the Company when the Notice
of Conversion is given. The rights of all holders of Convertible Debentures
issued under the Purchase Agreement to convert their Convertible Debentures
into shares of Common Stock shall be prorated among such holders based on
their respective percentage holdings at the time of conversion of the
aggregate outstanding amount of all Convertible Debentures in order to comply
with the aforesaid overall limitation. Any conversion which is paid in cash
under this Paragraph 6 shall be paid within five (5) Trading Days of the
Conversion Date, or else the Company shall thereafter be unable to exercise
its redemption rights under Paragraph 5 with respect to the outstanding
Debentures.

                  7.  [intentionally omitted]

                                       3
<PAGE>

                  8.  (a) Conversion shall be effectuated by surrendering
this Debenture to the Company (if such Conversion will convert all
outstanding principal) together with the form of conversion notice attached
hereto as Exhibit A (the "Notice of Conversion"), executed by the Holder of
this Debenture evidencing such Holder's intention to convert this Debenture
or a specified portion (as above provided) hereof, and accompanied, if
required by the Company, by proper assignment hereof in blank. Interest
accrued or accruing from the date of issuance to the date of conversion
shall, at the option of the Company, be paid in cash as set forth above or in
Common Stock upon conversion at the closing bid price on the Conversion Date.
No fraction of a share or scrip representing a fraction of a share will be
issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. The date on which Notice of Conversion is given (the
"Conversion Date") shall be deemed to be the date on which the Holder faxes
the Notice of Conversion duly executed to the Company. Facsimile delivery of
the Notice of Conversion shall be accepted by the Company at facsimile number
(858) 676-8345 Attn.: Mark Buckner. Certificates representing Common Stock
upon conversion will be delivered to the Holder within three (3) Trading Days
from the date the Notice of Conversion is delivered to the Company. Delivery
of shares upon conversion shall be made to the address specified by the
Holder in the Notice of Conversion.

                      (b)  The Company understands that a delay in the
issuance of shares of Common Stock upon a conversion beyond the four (4)
Trading Day period described in Paragraph 8(a) could result in economic loss
to the Holder. As compensation to the Holder for such loss, the Company
agrees to pay late payments to the Holder for late issuance of shares of
Common Stock upon conversion in accordance with the following schedule (where
"No. Trading Days Late" is defined as the number of Trading Days beyond four
(4) Trading Days from the date the Notice of Conversion is delivered to the
Company).

<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
                   No. Trading Days Late                                      Late Payment for Each
                                                                            $5,000 of Principal Amount
                                                                                 Being Converted
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
                             1                                                         $100
------------------------------------------------------------ ---------------------------------------------------------
                             2                                                         $200
------------------------------------------------------------ ---------------------------------------------------------
                             3                                                         $300
------------------------------------------------------------ ---------------------------------------------------------
                             4                                                         $400
------------------------------------------------------------ ---------------------------------------------------------
                             5                                                         $500
----------------------------------------------------------- ---------------------------------------------------------
                             6                                                         $600
------------------------------------------------------------ ---------------------------------------------------------
                             7                                                         $700
------------------------------------------------------------ ---------------------------------------------------------
                             8                                                         $800
------------------------------------------------------------ ---------------------------------------------------------
                             9                                                         $900
------------------------------------------------------------ ---------------------------------------------------------
                            10                                                        $1,000
------------------------------------------------------------ ---------------------------------------------------------
                       More than 10                                     $1,000 +$200 for each Trading Day
                                                                           Late beyond 10 Trading Days
------------------------------------------------------------ ---------------------------------------------------------

------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

                                       4
<PAGE>

                      The Company shall pay any payments incurred under this
Paragraph 8(b) in immediately available funds upon demand. Nothing herein
shall limit Holder's right to pursue injunctive relief and/or actual damages
for the Company's failure to issue and deliver Common Stock to the holder,
including, without limitation, the Holder's actual losses occasioned by any
"buy-in" of Common Stock necessitated by such late delivery. Furthermore, in
addition to any other remedies which may be available to the Holder, in the
event that the Company fails for any reason to effect delivery of such shares
of Common Stock within four (4) Trading Days from the date the Notice of
Conversion is delivered to the Company, the Holder will be entitled to revoke
the relevant Notice of Conversion by delivering a notice to such effect to
the Company, whereupon the Company and the Holder shall each be restored to
their respective positions immediately prior to delivery of such Notice of
Conversion, and in such event no late payments shall be due in connection
with such withdrawn conversion.

                      (c)  If at any time (a) the Company challenges,
disputes or denies the right of the Holder to effect the conversion of this
Debenture into Common Stock or otherwise dishonors or rejects any Notice of
Conversion delivered in accordance with this Paragraph 8 or (b) any Company
stockholder who is not and has never been an Affiliate (as defined in Rule
405 under the Securities Act of 1933, as amended) of the Holder obtains a
judgment or any injunctive relief from any court or public or governmental
authority which denies, enjoins, limits, modifies, delays or disputes the
right of the holder hereof to effect the conversion of this Debenture into
Common Stock, then the Holder shall have the right, by written notice, to
require the Company to promptly redeem this Debenture for cash at a
redemption price equal to one hundred thirty percent (130%) of the
outstanding principal amount hereof and all accrued and unpaid interest
hereon. Under any of the circumstances set forth above, the Company shall be
responsible for the payment of all costs and expenses of the Holder,
including reasonable legal fees and expenses, as and when incurred in
disputing any such action or pursuing its rights hereunder (in addition to
any other rights of the Holder), subject in the case of clause (b) to the
Company's right to control and assume the defense of any such action. In the
absence of an injunction precluding the same, the Company shall issue shares
upon a properly noticed conversion.

                      (d)  The Holder shall be entitled to exercise its
conversion privilege notwithstanding the commencement of any case under 11
U.S.C. Section 101 ET SEQ. (the "Bankruptcy Code"). In the event the Company
is a debtor under the Bankruptcy Code, the Company hereby waives to the
fullest extent permitted any rights to relief it may have under 11 U.S.C.
Section. 362 in respect of the Holder's conversion privilege.

                  9.  No provision of this Debenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay
the principal of, and interest on, this Debenture at the time, place, and
rate, and in the coin or currency or shares of Common Stock, herein
prescribed. This Debenture is a direct obligation of the Company.

                  10.  This Debenture is secured, PARI PASSU with all other
holders of the Company's 7% Senior Secured Debentures, by a security interest
in all assets of the Company and the Subsidiaries as set forth in a security
agreement dated as of January 17, 2000 among the original holders of the
Debentures, the Company and each Subsidiary.

                                       5
<PAGE>

                  11.  Payment of this Debenture is subject to the provisions
of those certain Intercreditor and Subordination Agreements between the
original holders of the Debentures and Coast Business Credit and First
National Bank of San Diego, respectively.

                  12.  If the Company merges or consolidates with another
corporation or sells or transfers all or substantially all of its assets to
another person and the holders of the Common Stock are entitled to receive
stock, securities or property in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, the
Company and any such successor, purchaser or transferee agree that the
Debenture may thereafter be converted on the terms and subject to the
conditions set forth above into the kind and amount of stock, securities or
property receivable upon such merger, consolidation, sale or transfer by a
holder of the number of shares of Common Stock into which this Debenture
might have been converted immediately before such merger, consolidation, sale
or transfer, subject to adjustments which shall be as nearly equivalent as
may be practicable. In the event of any proposed merger, consolidation or
sale or transfer of all or substantially all of the assets of the Company (a
"Sale"), the Holder hereof shall have the right to convert by delivering a
Notice of Conversion to the Company within fifteen (15) days of receipt of
notice of such Sale from the Company.

                  13.  This Debenture shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass
any part of the City of New York or the state courts of the State of New York
sitting in the City of New York in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.

                  14.  Any one of the following shall constitute an "Event of
                       Default":

                  a.       The Company or any Subsidiary shall default in the
                           payment of principal or interest on this Debenture
                           and same shall continue for a period of three (3)
                           days; or

                  b.       Any of the representations or warranties made by
                           the Company or any Subsidiary herein, in the
                           Purchase Agreement, the Security Agreement, the
                           Registration Rights Agreement, or in any
                           agreement, certificate or financial or other
                           written statements heretofore or hereafter
                           furnished by the Company or any Subsidiary in
                           connection with the execution and delivery of this
                           Debenture or the Purchase Agreement or the
                           Security Agreement shall be false or misleading in
                           any material respect at the time made; or

                  c.       The Company fails to issue shares of Common Stock
                           to the Holder or to cause its Transfer Agent to
                           issue shares of Common Stock upon exercise by the
                           Holder of the conversion rights of the Holder

                                       6
<PAGE>

                           in accordance with the terms of this Debenture,
                           fails to transfer or to cause its Transfer Agent
                           to transfer any certificate for shares of Common
                           Stock issued to the Holder upon conversion of this
                           Debenture as and when required by this Debenture
                           or the Registration Rights Agreement, and such
                           transfer is otherwise lawful, or fails to remove
                           any restrictive legend or to cause its Transfer
                           Agent to transfer any certificate or any shares of
                           Common Stock issued to the Holder upon conversion
                           of this Debenture as and when required by this
                           Debenture, the Purchase Agreement or the
                           Registration Rights Agreement and such legend
                           removal is otherwise lawful, and any such failure
                           shall continue uncured for five (5) business days;
                           or

                  d.       The Company or any Subsidiary shall fail to
                           perform or observe, in any material respect, any
                           other covenant, term, provision, condition,
                           agreement or obligation of the Company under the
                           Purchase Agreement, the Security Agreement, the
                           Registration Rights Agreement or this Debenture
                           and such failure shall continue uncured for a
                           period of thirty (30) days after written notice
                           from the Holder of such failure (it being
                           understood that if the Company cannot achieve or
                           maintain the effectiveness of the Registration
                           Statement but continues to use its best efforts to
                           achieve such effectiveness and otherwise complies
                           with the terms of the Registration Rights
                           Agreement, its failure to achieve or maintain
                           effectiveness of the Registration Statement shall
                           not be deemed a breach for purposes of this
                           subsection d., so long as the Company makes timely
                           payment of the liquidated damages provided for in
                           Section 3 of the Registration Rights Agreement); or

                  e.       The Company or any Subsidiary shall (1) admit in
                           writing its inability to pay its debts generally
                           as they mature; (2) make an assignment for the
                           benefit of creditors or commence proceedings for
                           its dissolution; or (3) apply for or consent to
                           the appointment of a trustee, liquidator or
                           receiver for its or for a substantial part of its
                           property or business; or

                  f.       A trustee, liquidator or receiver shall be
                           appointed for the Company or any Subsidiary or for
                           a substantial part of its property or business
                           without its consent and shall not be discharged
                           within sixty (60) days after such appointment; or

                  g.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the
                           whole or any substantial portion of the properties
                           or assets of the Company or any Subsidiary and
                           shall not be dismissed within sixty (60) days
                           thereafter; or

                                       7
<PAGE>

                  h.       Any money judgment, writ or warrant of attachment,
                           or similar process in excess of One Hundred
                           Thousand ($100,000) Dollars in the aggregate shall
                           be entered or filed against the Company or any
                           Subsidiary or any of its properties or other
                           assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty (60)
                           days or in any event later than five (5) days
                           prior to the date of any proposed sale thereunder;
                           or

                  i.       Bankruptcy, reorganization, insolvency or
                           liquidation proceedings or other proceedings for
                           relief under any bankruptcy law or any law for the
                           relief of debtors shall be instituted by or
                           against the Company or any Subsidiary and, if
                           instituted against the Company or any Subsidiary,
                           shall not be dismissed within sixty (60) days
                           after such institution or the Company or any
                           Subsidiary shall by any action or answer approve
                           of, consent to, or acquiesce in any such
                           proceedings or admit the material allegations of,
                           or default in answering a petition filed in any
                           such proceeding; or

                  j.       Any holder of Senior Debt or any holder of other
                           indebtedness of the Company or any Subsidiary for
                           borrowed money shall declare an Event of Default
                           pursuant to the documents evidencing such
                           indebtedness, or such other lender takes any other
                           action to collect any part of such debt other than
                           regularly scheduled payments of principal or
                           interest; or

                  k.       The Company shall have its Common Stock suspended
                           or delisted from trading on a Principal Market for
                           in excess of two (2) Trading Days;

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which
waiver shall not be deemed to be a waiver of any subsequent default) at the
option of the Holder and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the
contrary notwithstanding, and the Holder may immediately enforce any and all
of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law.

                  15.  Nothing contained in this Debenture shall be construed
as conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.

                  16.  In no event shall the Holder be permitted to convert
this Debenture for shares of Common Stock in excess of the amount of this
Debenture upon the conversion of which, (x) the number of shares of Common
Stock owned by such Holder (other than shares of

                                       8
<PAGE>

Common Stock issuable upon conversion of this Debenture) plus (y) the number
of shares of Common Stock issuable upon conversion of this Debenture, would
be equal to or exceed 9.9% of the number of shares of Common Stock then
issued and outstanding, including shares issuable upon conversion of this
Debenture held by such Holder after application of this Paragraph 16. As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. To the extent that the limitation contained in this
Paragraph 16 applies, the determination of whether this Debenture is
convertible (in relation to other securities owned by the Holder) and of
which a portion of this Debenture is convertible shall be in the sole
discretion of such Holder, and the submission of a Notice of Conversion shall
be deemed to be such Holder's determination of whether this Debenture is
convertible (in relation to other securities owned by such holder) and of
which portion of this Debenture is convertible, in each case subject to such
aggregate percentage limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination. Nothing contained
herein shall be deemed to restrict the right of a holder to convert this
Debenture into shares of Common Stock at such time as such conversion will
not violate the provisions of this Paragraph 16. The provisions of this
Paragraph 16 may be waived by the Holder of this Debenture upon not less than
75 days' prior notice to the Company, and the provisions of this Paragraph 16
shall continue to apply until such 75th day (or such later date as may be
specified in such notice of waiver). No conversion of this Debenture in
violation of this Paragraph 16 but otherwise in accordance with this
Debenture shall affect the status of the Common Stock issued upon such
conversion as validly issued, fully-paid and nonassessable.







                                       9
<PAGE>

         IN WITNESS WHEREOF, the Company and the Subsidiaries have caused
this instrument to be duly executed by their respective officers thereunto
duly authorized.

Dated:   January 24, 2000


                                 Eco Soil Systems, Inc.


                                 By:
                                     ------------------------------------------
                                          Mark D. Buckner, Vice President



                                 Turf Partners, Inc.


                                 By:
                                     ------------------------------------------
                                          Mark D. Buckner, Vice President



                                 Agricultural Supply, Inc.


                                 By:
                                     ------------------------------------------
                                           Mark D. Buckner, Vice President



                                 Sistemas Y Equipos Agricolas, S.A. de C.V.


                                 By:
                                     ------------------------------------------
                                           Mark D. Buckner, Vice President



                                 Agricultural Supply de Mexico, S.A. de C.V.


                                 By:
                                     ------------------------------------------
                                           Mark D. Buckner, Vice President

                                       10
<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

         The undersigned hereby irrevocably elects to convert $______________
of the principal amount of the above Debenture No. ___ into Shares of Common
Stock of ECO SOIL SYSTEMS, INC. (the "Company") according to the conditions
hereof, as of the date written below.


Date of Conversion*
                    ----------------------------------------------------------


Applicable Conversion Price *
                              ------------------------------------------------


Accrued Interest
                 -------------------------------------------------------------


Signature
          --------------------------------------------------------------------
                                                [Name]

Address:
         ---------------------------------------------------------------------


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





                                       11
<PAGE>

                                    SCHEDULE 1

<TABLE>
<CAPTION>

                                                          Principal Amount
Name                                                        of Debentures
----                                                      ----------------
<S>                                                       <C>
BH Capital Investments, L.P.                               $ 1,625,000.00

Excalibur Limited Partnership                              $ 1,625,000.00

Gundyco in trust for RSP 550-98866-19                      $   750,000.00

MB Capital Partners                                        $   500,000.00

</TABLE>