Exhibit 10.365



                            9% 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. 7                                                   $25,000 Principal Amount

                      Pollution Research and Control Corp.

                   9% CONVERTIBLE DEBENTURE DUE JULY 17, 2001

     THIS DEBENTURE is issued by Pollution Research and Control Corp., a
California corporation (the "Company"), and is part of an issue of an aggregate
of up to $900,000 principal amount of 9% Convertible Debentures due July 17,
2001 (the "Convertible Debentures").

     FOR VALUE RECEIVED, the Company promises to pay to Robert Del Guercio, or
permitted assigns (the "Holder"), the principal sum of Twenty Five Thousand (US
$25,000) Dollars on July 17, 2001 (the "Maturity Date") and to pay interest on
the principal sum outstanding from time to time quarterly in arrears at the rate
of 9% 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 daily on the basis of a 360 day year 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 September 30, 2000. If any interest
payment date or the Maturity Date is not a business day in the State of
California, then such payment shall be made on the next succeeding business day.
Subject to the provisions of Section 4 below, principal and accrued interest on
this Debenture are payable in cash on the interest payment date or the Maturity
Date, as applicable, at the address last appearing on the Debenture Register of
the 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 as of the tenth day prior
to the Maturity Date 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 so deducted.

<PAGE>


     This Debenture is subject to the following additional provisions:

     1. Withholding and Issuance Taxes. 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. The issuance of certificates for shares of common stock, no par value
(the "Common Stock"), of the Company upon conversion of this Debenture shall be
made without charge to the Holder for any United States issuance tax in respect
thereof, provided that the Company shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than that of the Holder of this Debenture.

     2. Transfer of Debenture. 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 "Securities 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 Securities 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 Securities Purchase
Agreement dated as of July 18, 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. Conversion. The Holder of this Debenture is entitled, at its option, to
convert, at any time commencing 90 days after the initial issuance of the
Convertible Debentures, the Principal Amount of this Debenture or any portion
thereof, together with accrued and unpaid interest on such Principal Amount,
into shares of Common Stock as follows:

     (a) Right to Convert.

         (i) Subject to the terms, conditions, and restrictions of this Section
3, at any time commencing 90 days after the initial issuance of the Convertible
Debentures, the Holder of this Debenture shall have the right to convert all or
any portion of the Principal Amount of this Debenture, together with the accrued
and unpaid interest on such Principal Amount so converted, into that number of
fully-paid and nonassessable shares of Common Stock (rounded to the nearest
whole share in accordance with Subsection 3(e), at the Conversion Rate (as
defined below).

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<PAGE>


         (ii) Anything is Subsection 3(a)(i) to the contrary notwithstanding, in
no event shall any Holder be entitled to convert all or any portion of the
Principal Amount of this Debenture in excess of that amount of the Principal
Amount of this Debenture that, upon giving effect to such conversion, would
cause the aggregate number of shares of Common Stock beneficially owned by the
Holder and its "affiliates" (as defined in Rule 405 under the Securities Act) to
exceed 4.99% of the outstanding shares of the Common Stock following such
conversion. For purposes of this Subsection, the aggregate number of shares of
Common Stock beneficially owned by the Holder and its affiliates shall include
the number of shares of Common Stock issuable upon conversion of this Debenture
with respect to which the determination is being made, but shall exclude the
number of shares of Common Stock that would be issuable upon (i) conversion of
the remaining, nonconverted portion of the Principal Amount of this Debenture
beneficially owned by the Holder and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any warrants or convertible
preferred stock) subject to a limitation on conversion or exercise analogous to
the limitation contained herein beneficially owned by the Holder and its
affiliates. Except as set forth in the preceding sentence, for purposes of this
Subjection 3(a)(ii), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). For purposes of this Subsection, in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of
Common Stock as reflected in (1) the Company's most recent Form 10-QSB or Form
10-KSB, as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or its transfer agent setting forth the
number of shares of Common Stock outstanding. For any reason at any time, upon
the written or oral request of a Holder, the Company shall immediately confirm
orally and in writing to any such Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to conversions of this Debenture by such
Holder since the date as of which such number of outstanding shares of Common
Stock was reported. To the extent that the limitation contained in this
Subsection 3(a)(ii) applies, the determination of whether such portion of this
Debenture is convertible (in relation to other securities owned by a Holder) and
of what portion of this Debenture is convertible shall be in the sole discretion
of such Holder, and the submission of whether such portion of this Debenture is
convertible (in relation to other securities owned by such Holder) and of what
portion of this Debenture is convertible, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation or right to
verify or confirm the accuracy of such determination. Nothing contained herein
shall be deemed to restrict the right of a Holder to convert such portion of
this Debenture at such time as such conversion will not violate the provisions
of this Subsection. A Holder of this Debenture may waive the provisions of this
Subsection 3(a)(ii) as to itself (and solely as to itself) upon not less than 75
days' prior notice to the Company, and the provisions of this Subsection
3(a)(ii) shall continue to apply until such 75th day (or such later date as may
be specified in such notice of waiver). No conversion in violation of this
Subsection 3(a)(ii), 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. Subsection 3(g) below sets forth
additional limitations on the Company's obligation to issue shares of Common
Stock upon conversion of this Debenture.

                                       3

<PAGE>


     (b) Conversion Rate and Other Definitions. The number of shares of Common
Stock issuable upon conversion of all or any portion of the Principal Amount of
this Debenture pursuant to Subsection (3)(a) shall be determined according to
the following formula (the "Conversion Rate"):

                   Conversion Amount
                   Conversion Price

     For purposes of this Debenture, the following terms shall have the
following meanings:

     "Change of Control" means:


         (i) The acquisition by any Person (as defined below) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 30% or more of either (x) the then outstanding shares of Common Stock of the
Company (the "Outstanding Company Common Stock") or (y) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of the subsection (i), the
following acquisitions of stock shall not result in a Change of Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or (D) any acquisition by any corporation pursuant to
a transaction that complies with clauses (A), (B), and (C) of subsection (iii)
of this definition; or

         (ii) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Incumbent Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election, by the
Company's shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Incumbent Board; or

         (iii) Consummation of a reorganization, merger, or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding share of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from

                                       4

<PAGE>


such Business Combination, including, without limitation, a corporation that as
a result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries (any such
corporation being referred to herein as a "Resulting Company"), in substantially
the same proportions as their ownership of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, immediately prior
to such Business Combination, (B) no Person (excluding any employee benefit plan
(or related trust) of the Company or a Resulting Company) beneficially owns,
directly or indirectly, 30% or more of, respectively, the outstanding shares of
Common Stock of the Resulting Company or the combined voting power of the then
outstanding voting securities of such Resulting Company except to the extent
that such ownership existed prior to the Business Combination, and (C) at least
a majority of the members of the board of directors of the Resulting Company
were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination;

         (iv) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Corporation; or

         (v) Termination of Albert E. Gosselin, Jr. as Chief Executive Officer
of the Company (including a change or diminution of his duties as such), whether
by resignation, termination, death, disability or otherwise, without the written
consent of the Holder.

     "Closing Bid Price" or "Closing Ask Price" means, for any security as of
any date, the last closing bid or ask price, as the case may be, for such
security on the Principal Market (as defined below) as reported by Bloomberg
L.P. ("Bloomberg"), or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing bid or ask price
of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the last closing bid or ask price of such security in the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no closing bid or ask price is reported for such
security by Bloomberg, the last closing trade price of such security as reported
by Bloomberg, or, if no last closing trade price is reported for such security
by Bloomberg, the average of the bid or ask prices of any market makers for such
security as reported in the "pink sheets" by the National Quotation Bureau, Inc.
If the Closing Bid Price or Closing Ask Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price or
Closing Ask Price of such security on such date shall be the fair market value
as mutually determined by the Company and the holders of a majority of the
currently outstanding Principal Amount of all Convertible Debentures. If the
Company and the Holders of the Convertible Debentures are unable to agree upon
the fair market value of the Common Stock, then such dispute shall be resolved
pursuant to Subsection 3(h). (All such determinations are to be appropriately
adjusted for any stock dividend, stock split or other similar transaction during
such period).

     "Conversion Amount" means that portion of this Debenture being converted by
such Holder.
     "Conversion Price" means, as of any Conversion Date or other date of
determination, 80% of the Market Price, but in no event more than $2.10 (the
"Maximum Conversion Price").

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<PAGE>


     "Market Price" means the lowest Closing Bid Price of the Common Stock on
the Principal Market as reported by Bloomberg for the five Trading Days
immediately preceding the date of determination.

     "Principal Market" means the Nasdaq SmallCap Market.


     "Registration Rights Agreement" means that certain Registration Rights
Agreement among the Company and the initial holders of the Convertible
Debentures concerning the registration of the resale of the shares of Common
Stock issuable upon conversion of the Convertible Debentures.

     "Trading Day" means any day during which the Principal Market shall be open
for business.

     (c) Conversion Notice. The Holder of this Debenture may exercise its
conversion right by giving a written conversion notice in the form of Exhibit A
hereto (the "Conversion Notice") to the Company's transfer agent for its Common
Stock, as designated by the Company from time to time (the "Transfer Agent"),
(x) by facsimile or (y) by registered mail or overnight delivery service, with a
copy by facsimile to the Company and the Company's outside counsel as specified
from time to time by written notice to the holders of the Convertible
Debentures. Promptly, but in no event more than five (5) Trading Days after the
receipt of the Conversion Notice, a holder of this Debenture shall surrender
this Debenture to the Company (or such other office or agency of the Company as
the Company may designate by notice in writing to the holders of the Convertible
Debentures). If this Debenture has been only partially converted, the Company
shall, or instruct the Transfer Agent to, deliver to the Holder of this
Debenture a new Debenture evidencing the unconverted Principal Amount of this
Debenture.

     (d) Issuance of Certificates; Time Conversion Effected.

         (i) Promptly, but in no event more than three (3) Trading Days after
the receipt of the Conversion Notice referred to in Subsection 3(c), the
Transfer Agent shall issue and deliver, or the Company shall cause to be issued
and delivered, to the Holder, registered in such name or names as the Holder may
direct, a certificate or certificates for the number of whole shares of Common
Stock into which this Debenture has been converted. In the alternative, if the
Transfer Agent is a participant in the electronic book transfer program, the
Transfer Agent shall credit such aggregate number of shares of Common Stock to
which the Holder shall be entitled to the Holder's or its designee's balance
account with The Depository Trust Company. Such conversion shall be deemed to
have been effected, and the Conversion Date shall be deemed to have occurred, on
the date on which such Conversion Notice shall have been received by the
Transfer Agent. The rights of the Holder of this Debenture shall cease, and the
person or persons in whose name or names any certificate or certificates for
share of Common Stock shall be issuable upon such conversion shall be deemed to
have become the Holder or Holders of record of the shares represented thereby,
on the Conversion Date. Issuance of shares of Common Stock issuable upon
conversion that are requested to be registered in a name other than that of the
registered Holder shall be subject o compliance with all applicable federal and
state securities laws.

                                       6

<PAGE>


         (ii) The Company understands that a delay in the issuance of the shares
of Common Stock beyond three (3) Trading Days after the Conversion Date could
result in economic loss to the Holder of this Debenture. 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" means the number of Trading
Days after three (3) Trading Days from the date of receipt by the Transfer Agent
of the Conversion Notice to and including the date of the Holder's or its
designees' receipt of such shares):

No. Trading Days Late                           Late Payment for Each
                                            $5,000 of Conversion Amount of
                                           Principal Amount Being Converted
-----------------------------------        --------------------------------
1                                                        $100
2                                                        $200
3                                                        $300
4                                                        $400
5                                                        $500
6                                                        $600
7                                                        $700
8                                                        $800
9                                                        $900
10                                                      $1,000
(10)                                        $1,000 + $200 for each Trading Day
                                               late after 10 Calendar Days

The Company shall make all payments due under this Subsection 3(d)(ii) in
immediately available funds upon demand. Nothing herein shall limit the Holder's
right to pursue injunctive relief and/or actual damages for the Company's
failure to issue and deliver (or to cause its Transfer Agent to issue and
deliver) Common Stock to the Holder as required by Subsection 3(d)(i),
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 that may be available to the Holder, if the
Company fails for any reason to effect delivery of such shares of Common Stock
within five (5) Trading Days after the Conversion Date, the Holder will be
entitled to revoke the relevant Conversion Notice by delivering a notice to such
effect to the Transfer Agent, with a copy by facsimile to the Company and the
Company's outside counsel. Upon delivery of such notice of revocation, the
Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Conversion Notice, except that the Holder
shall retain the right to receive both the late payment amounts set forth above
plus the actual cost of any "buy-in."

                                       7

<PAGE>


         (iii) 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, or causes the Transfer Agent to
dishonor or reject, any Conversion Notice properly delivered in accordance with
this Section 3 or (b) any third party who is not and has never been an affiliate
of the Holder obtains a judgment or order from any court or public or
governmental authority that denies, enjoins, limits, modifies, or delays the
right of the Holder to effect the conversion of this Debenture into Common
Stock, then the Holder shall have the right, by written notice to the Company,
to require the Company to promptly redeem this Debenture in accordance with
Section 4. Under any of the circumstances set forth above, the Company shall
indemnify the Holder against and hold it harmless from, and be responsible for
the payment of, all costs and expenses of the Holder, including its reasonable
legal fees and expenses, as any when incurred in disputing any such action or
pursuing its rights hereunder (in addition to any other rights of the Holder).
The Company shall not refuse to honor, or cause the Transfer Agent to refuse to
honor, any Conversion Notice unless the Company or the Transfer Agent, as the
case may be, has actually been enjoined by a court of competent jurisdiction
from doing so and, if so enjoined, the Company shall post with such court a
performance bond equal to 150% of the Conversion Amount of this Debenture sought
to be converted by a Holder that is the subject of such injunction.

         (iv) The Holder of this Debenture shall be entitled to exercise its
conversion privilege notwithstanding the commencement of any case under 11
U.S.C. 101 et seq: (the "Bankruptcy Code"). The Company hereby waives to the
fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in
respect of the Holder's conversion privilege, if the Company becomes a debtor
under the Bankruptcy Code. The Company agrees to take or consent to any and all
action necessary to effectuate relief under 11 U.S.C. 362 without cost or
expense to the Holder.

     (e) Fractional Shares. The Company shall not, nor shall it cause the
Transfer Agent to, issue any fraction of a share of Common Stock upon any
conversion. All shares of Common Stock (including fractions thereof) issuable
upon conversion of this Debenture by the Holder shall be aggregated for purposes
of determining whether the conversion would result in the issuance of a fraction
of a share of Common Stock. If, after such aggregation, the issuance would
result in the issuance of a fraction of a share of Common Stock, the Company
shall pay, or cause the Transfer Agent to pay, a cash adjustment in respect of
such fraction of a share of Common Stock based upon the Closing Bid Price of the
Common Stock on the Conversion Date.

     (f) Adjustment to Conversion Price; Dilution and Other Events. In order to
prevent dilution of the rights granted under this Debenture, the Conversion
Price will be subject to adjustment from time to time as provided in this
Subsection 3(f).

         (i) Adjustment of Conversion Price upon Issuance of Common Stock. If
the Company issues or sells, or is deemed to have issued or sold, any shares of
Common Stock (other than Conversion Shares (as defined in the Purchase
Agreement) and shares of Common Stock deemed to have been issued by the Company
in connection with Approved Issuances (as defined below)) for a consideration
per share (the "Applicable Price") less than the Conversion Price as in effect

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<PAGE>


immediately prior to such time (an "Offering"), then immediately after such
issue or sale, the Conversion Price shall be reduced to an amount equal to (X)
the sum of (A) the product of the Conversion Price in effect immediately prior
to such issue or sale and the number of shares of Common Stock Deemed
Outstanding (as defined below) immediately prior to such issue or sale, and (B)
the consideration, if any, received by the Company upon such issue or sale
divided by (Y) the number of shares of Common Stock Deemed Outstanding
immediately after such issuance or sale. For purposes of determining the
adjusted Maximum Conversion Price under this Subsection 3(f)(i), the following
shall be applicable:

          (A) Issuance of Options. If the Company in any manner grants any
     rights or options to subscribe for or to purchase Common Stock (other than
     in connection with an Approved Issuance or upon conversion of this
     Debenture) or any stock or other securities convertible into or
     exchangeable for Common Stock (such rights or options being herein called
     "Options" and such convertible or exchangeable stock or securities being
     herein called "Convertible Securities") and the price per share for which
     Common Stock is issuable upon the exercise of such Options or upon
     conversion or exchange of such Convertible Securities is less than the
     Applicable Price, then the total maximum number of shares of Common Stock
     issuable upon the exercise of such Options or upon conversion or exchange
     of the total maximum amount of such Convertible Securities issuable upon
     the exercise of such Options shall be deemed to be outstanding and to have
     been issued and sold by the Company for such price per share. For purposes
     of this Subsection 3(f)(i)(A), the "price per share for which Common Stock
     is issuable upon exercise of such Options or upon conversion or exchange of
     such Convertible Securities" is determined by dividing (I) the total
     amount, if any, received or receivable by the Company as consideration for
     the granting of such Options, plus the minimum aggregate amount of
     additional consideration payable to the Company upon the exercise of all
     such Options, plus in the case of such Options which relate to Convertible
     Securities, the minimum aggregate amount of additional consideration, if
     any, payable to the Company upon the issuance or sale of such Convertible
     Securities and the conversion or exchange thereof, by (II) the total
     maximum number of shares of Common Stock issuable upon exercise of such
     Options or upon the conversion or exchange of all such Convertible
     Securities issuable upon the exercise of such Options. No adjustment of the
     Maximum Conversion Price shall be made upon the actual issuance of such
     Common Stock or of such Convertible Securities upon the exercise of such
     Options or upon the actual issuance of such Common Stock upon conversion or
     exchange of such Convertible Securities. Notwithstanding the foregoing, no
     adjustment shall be made pursuant to this Subsection 3(f)(i)(A) to the
     extent that such adjustment is based solely on the fact that the
     Convertible Securities issuable upon exercise of such Option are
     convertible into or exchangeable for Common Stock at a price that varies
     with the market price of the Common Stock.

          (B) Issuance of Convertible Securities. If the Company in any manner
     issues or sells any Convertible Securities and the price per share for
     which Common Stock is issuable upon such conversion or exchange is less
     than the Applicable Price, then the maximum number of shares of Common
     Stock issuable upon conversion or exchange of such Convertible Securities

                                       9

<PAGE>


     shall be deemed to be outstanding and to have been issued and sold by the
     Company for such price per share. For the purposes of this Subsection
     3(f)(i)(B), the "price per share for which Common Stock is issuable upon
     such conversion or exchange" is determined by dividing (I) the total amount
     received or receivable by the Company as consideration for the issue or
     sale of such Convertible Securities, plus the minimum aggregate amount of
     additional consideration, if any, payable to the Company upon the
     conversion or exchange thereof, by (II) the total maximum number of shares
     of Common Stock issuable upon the conversion or exchange of all such
     Convertible Securities. No adjustment of the Maximum Conversion Price shall
     be made upon the actual issue of such Common Stock upon conversion or
     exchange of such Convertible Securities, and if any such issue or sale of
     such Convertible Securities is made upon exercise of any Options for which
     adjustment of the Maximum Conversion Price had been or are to be made
     pursuant to other provisions of this Subsection 3(f)(i), no further
     adjustment of the Maximum Conversion Price shall be made by reason of such
     issue or sale. Notwithstanding the foregoing, no adjustment shall be made
     pursuant to this Subsection 3(f)(i)(B) to the extent that such adjustment
     is based solely on the fact that such Convertible Securities are
     convertible into or exchangeable for Common Stock at a price that varies
     with the market price of the Common Stock.

          (C) Change in Option Price or Rate of Conversion. If the purchase
     price provided for in any Options, the additional consideration, if any,
     payable upon the issue, conversion or exchange of any Convertible
     Securities, or the rate at which an Convertible Securities are convertible
     into or exchangeable for Common Stock change at any time, the Maximum
     Conversion Price in effect at the time of such change shall be readjusted
     to the Maximum Conversion Price in effect that would have been in effect at
     such time had such Options or Convertible Securities still outstanding
     provided for such changed purchase price, additional consideration or
     changed conversion rate, as the case may be, at the time initially granted,
     issued or sold; provided that no adjustment shall be made if such
     adjustment would result in an increase of the Maximum Conversion Price then
     in effect.

          (D) Certain Definitions. For purposes of determining the adjusted
     Maximum Conversion Price under this Subsection 3(f)(i), the following terms
     have meanings set forth below:

               (I) "Approved Issuances" shall mean (i) the issuance of
     securities upon exercise or conversion of the Company's options, warrants
     or other convertible securities outstanding as of the date hereof, or (ii)
     the grant of additional options or warrants, or the issuance of additional
     securities, under any Company stock option plan, restricted stock plan,
     stock purchase plan or other plan or written compensation contract for the
     benefit of the Company's employees, directors or consultants in effect on
     the date hereof.

               (II) "Common Stock Deemed Outstanding" means, at any given time,
     the number os shares of Common Stock actually outstanding at such time,
     plus the number of shares of Common Stock deemed to be

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<PAGE>


     outstanding pursuant to Sections 3(f)(i)(A) and 3(f)(i)(B) hereof
     regardless of whether the Options or Convertible Securities are actually
     exercisable at such time, but excluding any shares of Common Stock issuable
     upon conversion of the Convertible Debentures.

          (E) Effect of Certain Events on Maximum Conversion Price. For purposes
     of determining the adjusted Maximum Conversion Price under this Section
     3(f), the following shall be applicable:

               (I) Calculation of Consideration Received. If any Common Stock,
     Options or Convertible Securities are issued or sold or deemed to have been
     issued or sold for cash, the consideration received therefore will be
     deemed to be the amount received by the Company therefore, before deduction
     of reasonable commissions, underwriting discounts or allowances or other
     reasonable expenses paid or incurred by the Company in connection with such
     issuance or sale. In case any Common Stock, Options or Convertible
     Securities are issued or sold for a consideration other than cash, the
     amount of the consideration other than cash received by Company will be the
     fair value of such consideration, except where such consideration consists
     of securities, in which case the amount of consideration received by the
     Company will be the arithmetic average of the Closing Bid Prices of such
     security for the five consecutive Trading Days immediately preceding the
     date of receipt. In case any Common Stock, Options or Convertible
     Securities are issued to the owners of the non-surviving entity in
     connection with any merger in which the Company is the surviving entity the
     amount of consideration therefor will be deemed to be the fair value of
     such portion of the net assets and business of the non-surviving entity as
     is attributable to such Common Stock, Options or Convertible Securities, as
     the case may be. The fair value of any consideration other than cash or
     securities will be determined jointly by the Company and the holders
     constituting more than fifty percent (50%) of the Principal Amount of all
     Convertible Debentures then outstanding. If such parties are unable to
     reach agreement within ten (10) days after the occurrence of an event
     requiring valuation (the "Valuation Event"), the fair value of such
     consideration will be determined within forty-eight (48) hours of the tenth
     (10th) day following the Valuation Event by an independent, reputable
     appraiser selected by the Company. The determination of such appraiser
     shall be deemed binding upon all parties absent manifest error.

               (II) Integrated Transactions. In case any Option is issued in
     connections with the issue or sale of other securities of the Company,
     together comprising one integrated transaction in which no specific
     consideration is allocated to such Options by the parties thereto, the
     Options will be deemed to have been issued for a consideration of $0.01.

               (III) Treasury Shares. The number of shares of Common Stock
     outstanding at any given time does not include shares owned or held by or
     for the account of the Company, and the disposition of any shares so owned
     or held will be considered an issue or sale of Common Stock.

                                       11

<PAGE>


               (IV) Record Date. If the Company takes a record of the holders of
     Common Stock for the purpose of entitling them (1) to receive a dividend or
     other distribution payable in Common Stock, Options or Convertible
     Securities or (2) to subscribe for or purchase Common Stock, Options or
     Convertible Securities, then such record date will be deemed to be the date
     of the issue or sale of the shares of Common Stock deemed to have been
     issued or sold upon the declaration of such dividend or the making of such
     other distribution or the date of the granting of such right of
     subscription or purchase, as the case may be.

         (ii) Adjustment of Maximum Conversion Price upon Subdivision or
Combination of Common Stock. If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Maximum
Conversion Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company at any time combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Maximum Conversion Price in
effect immediately prior to such combination will be proportionately increased.

         (iii) Adjustment of Conversion Price upon Issuance of Convertible
Securities. If the Company in any manner issues or sells Convertible Securities
that are convertible into Common Stock at a price that varies with the market
price of the Common Stock (the formulation for such variable price being herein
referred to as, the "Variable Price") and such Variable Price is not calculated
using the same formula used to calculate the Variabe Conversion Price in effect
immediately prior to the time of such issue or sale, the Company shall provide
written notice thereof via facsimile and overnight courier to each holder of
this Debenture ("Variable Notice") on the date of issuance of such Convertible
Securities. If the Holder of this Debenture provides written notice via
facsimile and overnight courier (the "Varirable Price Election Notice") to the
Company within five (5) business days of receiving a Variable Notice that the
Holder desires to replace the Conversion Price then in effect with the Variable
Price described in such Variable Notice, then from and after the date of the
Company's receipt of the Variable Price Election Notice, the Conversion Price
will automatically be replaced with the Variable Price (together with such
modifications to this Debenture as may be required to give full effect to the
substitution of the Variable Price for the Conversion Price). The Holder's
delivery of a Variable Price Election Notice shall serve as the consent required
to amend this Debenture. In the event that the Holder delivers a Conversion
Notice at any time after the Company's issuance of Convertible Securities with a
Variable Price but before the Holder's receipt of the Company's Variable Notice,
then such holder shall have the option by written notice to the Company to
rescind such Conversion Notice or to have the Conversion Price be equal to such
Variable Price for the conversion effected by such Conversion Notice.

         (iv) Reorganization, Reclassification, Consolidation, Merger or Sale.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets to another Person (as

                                       12

<PAGE>


defined below) or other transaction which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Company will make appropriate provision
(in form and substance reasonably satisfactory to the Holder) to insure that the
Holder will thereafter have the right to acquire and receive in lieu of or in
addition to (as the case may be) the shares of Common Stock otherwise acquirable
and receivable upon the conversion of this Debenture, such shares of stock,
securities or assets as would have been issued or payable in such Organic Change
with respect to or in exchange for the number of shares of Common Stock that
would have been acquirable and receivable had this Debenture been converted into
shares of Common Stock immediately prior to such Organic Change (without taking
into account any limitations or restrictions on the timing or amount of
conversions). In any such case, the Company will make appropriate provision (in
form and substance reasonably satisfactory to the Holder) with respect to the
Holder's rights and interest to insure that the provisions of this Section 3(f)
will thereafter be applicable to this Debenture (including, in the case of any
such consolidation, merger or sale in which the successor entity or purchasing
entity is other than the Company, an immediate adjustment of the Maximum
Conversion Price in accordance with Subsection 3(f)(i) using the value for the
Common Stock reflected by the terms of such consolidation, merger or sale, if
the value so reflected is less than the Maximum Conversion Price in effect
immediately prior to such consolidation, merger or sale). The Company will not
effect any such consolidation, merger or sale, unless prior to the consummation
thereof, the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes, by written
instrument (in form and substance reasonably satisfactory to the holders of a
more than fifty percent (50%) of Principal Amount of the Convertible Debentures
then outstanding), the obligation to deliver to each holder of Convertible
Debentures such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to acquire. "Person" shall
mean an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.

         (v) Certain Events. If any event occurs of the type contemplated by the
provisions of this Subsection 3(f) but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the
Conversion Price so as to protect the rights of the Holders this Debenture and
the other holders of Convertible Debentures; provided, however, that no such
adjustment will increase the Conversion Price as otherwise determined pursuant
to this Section 3(f).

     (g) Limitation on Number of Conversion Shares. Notwithstanding any other
provision herein, the Company shall not be obligated to issue any shares of
Common Stock upon conversion of the Convertible Debentures if the issuance of
such shares of Common Stock plus shares of Common Stock issued upon the exercise
of the Warrants issued under the Securities Purchase Agreement would exceed
19.9% of the shares of Common Stock issued and outstanding on the date of the
Purchase Agreement (the "Exchange Cap") without the Company's violating the

                                       13

<PAGE>


corporate governance rules of the Nasdaq Stock Market, except that such
limitation shall not apply in the event that the Company (i) obtains the
approval of its stockholders as required by the corporate governane rules of the
Nasdaq Stock Market for issuances of Common Stock in excess of the Exchange Cap,
or (ii) obtains a written opinion from outside counsel to the Company that such
approval is not required, which opinion shall be reasonably satisfactory to the
holders of more than fifty percent (50%) of the Principal Amount of the
Convertible Debentures then outstanding. Until such approval or written opinion
is obtained or such action has been taken by the required number of holders, no
purchaser of Convertible Debentures pursuant to the Purchase Agreement,
collectively, (the "Investors" and, individually, an "Investor") shall be
issued, upon conversion of Convertible Debentures, shares of Common Stock in an
amount greater than the product of (x) the Exchange Cap amount multiplied by (y)
a fraction, the numerator of which is the Principal Amount of Convertible
Debentures purchased by such Investor pursuant to the Purchase Agreement and the
denominator of which is the aggregate Principal Amount of all the Convertible
Debentures purchased by the Investors pursuant to the Purchase Agreement (the
"Cap Allocation Amount"). In the event that any Investor shall sell or otherwise
transfer any of such Investor's Convertible Debentures, the transferee shall be
allocated a pro rata portion of such Investor's Cap Allocation Amount. In the
event that any holder of a Convertible Debenture shall convert all of such
holder's Convertible Debenture into a number of shares of Common Stock that, in
the aggregate, is less than such holder's Cap Allocation Amount, then the
difference between such holder's Cap Allocation Amount and the number of shares
of Common Stock actually issued to such holder shall be allocated to the
respective Cap Allocation Amounts of the remaining holders of Convertible
Debentures on a pro rata basis in proportion to the Principal Amount of
Convertible Debentures then held by each such Holder.

     (h) Dispute Resolution. In the case of a dispute as to the determination of
the Closing Ask Price or Closing Bid Price of any security or the arithmetic
calculation of the Conversion Rate, the Company shall, or shall cause the
Transfer Agent to, promptly issue to the Holder the number of shares of Common
Stock that is not disputed and shall submit the disputed determinations or
arithmetic calculations to the Holder via facsimile within one (1) business day
of receipt of the Holder's Converstion Notice. If the Holder and the Company are
unable to agree upon the determination os such Closing Ask Price or Closing Bid
Price, as the case may be, or the arithmetic calculation of the Conversion Rate
within one (1) business day of such disputed determination or arithmetic
calculation being submitted to the Holder, then the Company shall within one (1)
business day folling such date of delivery submit via facsimile (A) the disputed
determination of the Closing Ask Price or Closing Bid Price, as the case may be,
to an independent, reputable investment bank or (B) the disputed arithmetic
calculation of the Conversion Rate to its independent certified public
accounting firm. The Company shall cause the investment bank or the accounting
firm, as the case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than forty-eight (48)
hours from the time it receives the disputed determinations or calculations.
Such investment bank's or accounting firm's determination or calculation, as the
case may be, shall be binding upon all parties absent manifest error.

                                       14

<PAGE>


     4. Redenption.

        (a) Holder's Option if Company Cannot Fully Convert or Holder Cannot
Sell Without Restriction. If, (i) upon the Transfer Agent's receipt of a
Conversion Notice, the Transfer Agent fails to issue shares of Common Stock as
contemplated by Subsection 3(d)(i) or cannot issue shares of Common Stock
registered for resale under the registration statement required to be filed
under the Registration Rights Agreement with respect to the shares of Common
Stock issuable upon conversion of this Debenture (the "Registration Statement")
(or which are exempt from the registration requirements under the Securities Act
pursuant to Rule 144(k) under the Securities Act) for any reason, including,
without limitation, because the Company (x) does not have a sufficient number of
shares of Common Stock authorized and available, (y) is otherwise prohibited by
applicable law or by the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over
the Company or its securities, including without limitation the Exchange Cap,
from issuing all of the Common Stock that is to be issued to the Holder of this
Debenture pursuant to a Conversion Notice or (z) fails to have a sufficient
number of shares of Common Stock registered for resale under the Registration
Statement, or (ii) a Registration Default (as defined in the Registration Rights
Agreement) shall have occurred and be continuing, the Company shall have
defaulted in the payment of any Funded Debt (as hereinafter defined) for a
period in excess of any cure period thereunder (regardless of whether the
creditor of such Funded Debt shall have declared a default), or the employment
of Albert E. Gosselin, Jr. shall have terminated for any reason, or (iii) the
Common Stock is delisted from the Principal Market and not immediately listed on
the New York Stock Exchange, the American Stock Exchange or another national
securities exchange approved by holders of Convertible Debentures constituting
more than fifth percent (50%) of the Principal Amount of all Convertible
Debentures then outstanding, then in the case of clause (i), the Company shall,
or shall cause the Transfer Agent to, issue as many shares of Common Stock as it
is able to issue in accordance with such holder's Conversion Notice (if the
holder shall have given such a Conversion Notice) and pursuant to the provisions
of Section 3(d), and with respect to all or any part of the unconverted
Principal Amount of this Debenture held by such Holder, the Holder, solely at
such Holder's option, can elect to:

               (A) require the Company to redeem from such Holder all or any
part of its remaining Principal Amount of this Debenture ("Redemption") at a
premium equal to the greater of (I) the sum of: (a) 150% of such Principal
Amount and (b) the accrued interest thereon or (II) the product of (a) the
Conversion Rate on the date of such Holder's delivery of an Election Response
Notice (as defined below) and (b) the greater of (i) the Closing Ask Price of
the Common Stock on the Trading Day immediately preceding the event giving rise
to Redemption or (ii) the Closing Ask Price of the Common Stock on the date of
the Holder's delivery to the Company of a notice of redemption or, if such date
of delivery is not a Trading Day, the next date on which the exchange or market
on which the Common Stock is traded is open (the "Redemption Price");

               (B) if the Company's inability to fully convert this Debenture is
pursuant to clause (a)(i)(z) of this Subsection 4(a) above, require the Company
to, or cause the Transfer Agent to, issue restricted shares of Common Stock in
accordance with such Holder's Conversion Notice;

                                       15

<PAGE>


               (C) void its Conversion Notice and retain the Principal Amount of
this Debenture that was to be converted pursuant to such Holder's Conversion
Notice (provided that the Holder's voiding its Conversion Notice shall not
affect the Company's obligations to make any payments that have accrued prior to
the date of such notice); or

               (D) if the Company's inability to fully convert this Debenture is
pursuant to clause (a)(i)(y) of this Subsection 4(a) above, requrie the Company
to, or cause the Transfer Agent to, issue shares of Common Stock in accordance
with such Holder's Conversion Notice and pursuant to Section 4(d) at a
Conversion Price equal to the average of the Closing Bid Prices of the Common
Stock for the five consecutive Trading Days preceding such Holder's Election
Responsxe Notice or such other market price that satisfies the applicable
exchange or trading market.

For purposes hereof, "Funded Debt" means all (a) indebtedness for borrowed money
or for the deferred purchase price of property or services (other than trade
liabilities and accrued expenses incurred in the ordinary course of business and
payable in accordance with customary practices), whether on open account or
evidenced by a note, bond, debenture or similar instrument or otherwise, (b)
obligations under capital leases, (c) reimbursement obligations for letters of
credit, banker's acceptances or other credit accommodations, (d) contingent
obligations and (e) obligations secured by any lien on the Company's property,
even if the Company has not assumed such obligations.

        (b) Mechanics of Fulfilling Holder's Election. The Company shall within
one (1) business day send via facsimile to the Holder of this Debenture, upon
receipt of a facsimile copy of a Conversion Notice from such Holder that cannot
be fully satisfied as described in Subsection 4(a), a notice of the Company's
inability to fully satisfy such Holder's Notice shall indicate (i) the reason
why the Company is unable to fully satisfy such Holder's Conversion Notice, (ii)
the Principal Amount of this Debenture that cannot be converted and (iii) the
applicable Redemption Price. The Holder shall notify the Company of its election
pursuant to Subsection 4(a) above by delivering written notice via facsimile to
the Company (the "Election Response Notice").

        (c) Payment of Redemption Price. If the Holder shall elect to have this
Debenture redeemed pursuant to Subsection 4(a)(i), the Company shall pay the
Redemption Price to such Holder in Cash by Wire transfer of immediately
available funds in accordance with such Holder's written wire transfer
instructions within five (5) days after the Company's receipt of the Holder's
Election Response Notice. If the Company shall fail to pay the applicable
Redemption Price to such holder within such five (5) day period (other than
pursuant to a dispute as to the determination of the arithmetic calculation of
the Redemption Price), in addition to any remedy the Holder of this Debenture
may ahve hereunder, or under the Securities Purchase Agreement and the
Registration Rights Agreement, such unpaid amount shall bear interest at the
rate of 3.0% per month (prorated for partial months) until paid in full. Until
the Redemption Price is paid in full to such Holder, such Holder may void the
Redemption with respect to Principal Amount of this Debenture for which the full
Redemption Price has not been paid and receive back a Convertible Debenture

                                       16

<PAGE>

representing such Principal Amount. Notwithstanding the foregoing, if the
Company fails to pay the applicable Redemption Price within such period of five
(5) days due to a dispute as to the determination of the Redemption Price, such
dispute shall be resolved pursuant to Section 3(h) with the term "Redemption
Price" being substituted for the term "Conversion Rate."

        (d) Pro-rata Conversion and Redemption. If the Company or the Transfer
Agent receives a Conversion Notice or Election Response Notice electing
Redemption from more than one holder of Convertible Debentures on the same day,
and the Company can convert and/or redeem some, but not all, of such Convertible
Debentures pursuant to this Section 4, the Company shall convert and/or redeem
from each holder of Convertible Debentures electing to have its Convertible
Debenture converted and/or redeemed at such time an amount equal to such
holder's pro-rata amount (based on the Principal Amount of Convertible
Debentures held by such holder relative to the Principal Amount of Convertible
Debentures sought to be converted) of all Convertible Debentures being converted
and/or redeemed as such time.

     5. Notices. In case at any time:

        (a) the Company shall declare any dividend upon its Common Stock payable
in cash or stock or make any other pro rata distribution to the holders of its
Common Stock; or

        (b) the Company shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or other rights; or

        (c) there shall be any capital reorganization or reclassification of the
capital stock of the Company, or a consolidation or merger of the Company with
or into, or a sale of all or substantially all its assets to, another entity or
entities; or

        (d) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, or by telex or facsimile or by recognized overnight
delivery service, addressed to the Holder at the address of the Holder as shown
on the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganiztion, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up and (ii) in the case of any such
reorganization, reclassification, consolidation , merger, sale, dissolution,
liquidation or winding up, at least 10 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other properly deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be.

                                       17

<PAGE>


     6. Stock to be Reserved. The Company has a sufficient number of shares of
Common Stock available to reserve for issuance upon the conversion of all
outstanding Convertible Debentures, assuming immediate conversion. The Company
will at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon the conversion of all of its Convertible
Debentures as herein provided, such number of shares of Common Stock as shall
then be issuable upon the conversion of all Convertible Debentures. The Company
covenants that all shares of Common Stock that shall be so issued shall be duly
and validly issued, fully-paid and non assessable. The Company will take all
such action as may be so taken without violation of any applicable law or
regulation to have a sufficient number of authorized but unissued shares of
Common Stock to issue upon conversion of all Convertible Debentures. The Company
will not take any action that results in any adjustment of the conversion rights
if the total number of shares of Common Stock issued and issuable after such
action upon conversion of this Debenture would exceed the total number of shares
of Common Stock then authorized by the Company's Articles of Incorporation.

     7. Default and Remedies.

          (a) Event of Default. Each of the following shall constitute an "Event
     of Default":

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

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

               (iii) a default or an event of default shall have occurred and be
     continuing with respect to any Funded Debt; or

               (iv) the Company shall (A) admit in writing its inability to pay
     its debts generally as they mature; (B) make an assignmtne for the benefit
     of recditors or commence proceedings for its dissolution; or (C) apply for
     or consent to the appointment of a trustee, liquidator or receiver for its
     or for a substantial part of its property of business; or

               (v) a trustee, liwuidator or receiver shall be appointed for the
     Company 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

               (vi) 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 and shall not be dismissed within sixty
     (60) days thereafter; or

                                       18

<PAGE>


               (vii) 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 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

               (viii) 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
     and, if instituted against the Company, shall not be dismissed within sixty
     (60) days after such institution or the Company 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.

          (b) Remedies. Upon the occurrence and during the continuance of any
Event of Default, the Holder may declare 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; provided, that any
payment of this Debenture in connection with an Event of Default shall be made
at the fair market value of the shares of Common Stock that would be issued at
the Conversion Price on the date the Debenture becomes due and payable pursuant
to this provision. Such payment shall be made withint three (3) Trading Days of
such demand, and if not paid within such period, the Company shall pay the
holder liquidated damages of three percent (3%) per month of such amount until
paid, pro-rated for any partial months.

     8. Payment Obligation Unconditional. 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.

     9. No Recourse to Stockholders, etc. No recourse shall be had for the
payment of the principal of, or the interest on, this Debenture, or for any
claim based hereon, or otherwise in respect hereof, against any incorporator,
shareholder, employee, officer or director, as such, past, present or future, of
the Company or any successor corporation, whether by virtue of any statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

     10. No Rights as Stockholder. No provision of 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 stockholder in respect of any
meeting of stockholders or any rights whatsoever as a stockholder of the
Company, unless and to the extent converted in accordance with the terms hereof.

                                       19

<PAGE>


     11. Definitions. As used in this Debenture, the term "Common Stock" shall
mean and include the Company's authorized common stock, no par value, as
constituted on the issuance date of this Debenture, and shall also include any
capital stock of any class of the Company thereafter authorized that shall
neither be limited to a fixed sum or percentage of par value in respect of the
rights of the holders thereof to participate in dividends nor entitled to a
preference in the distribution of assets upon the voluntary or involuntaryl
liquidation, dissolution or winding up of the Company; provided that the shares
of Common Stock receivable upon conversion of this Debenture shall include only
shares of Common Stock receivable upon conversion of this Debenture shall
include only shares designated as Common Stock of the Company on the issuance
date of this Debenture, or in case of any reorganization, reclassification, or
stock split of the outstanding shares thereof, the stock, securities or assets
provided for in Sections 3(f) and (g). Any capitalized terms used in this
Debenture but not defined herein shall have the meanings set forth in the
Purchase Agreement.

     12. Loss, Theft, Destruction of Debenture. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutiliation of
this Debenture and, in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Company (which shall not
include the posting of any bond), or, in the case of any such mutiliation, upon
surrender and cancellation of this Debenture, the Company shall make, issue and
deliver, in lieu of such lost, stoledn, destroyed or mutiliated Debenture, one
or more new Debentures of like tenor. This Debenture shall be held and owned
upon the express condition that the provisions of this Section 12 are exclusive
with respect to the replacement of mutiliated, destroyed, lost or stolen
Debentures and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement of negotiable instruments or other securities
without the surrender thereof.

     13. Record Owner. The Company may deem the person in whose name this
Debenture shall be registered upon the registry books of the Company to be, and
may treat such person as, the absolute owner of this Debenture for the purpose
of conversion of this Debenture and for all other purposes, and the Company
shall not be affected by any notice to the contrary. All such payments and such
conversion shall be valid and effective to satisfy and discharge the liability
upon this Debenture to the extent of the sum or sums so paid or the conversion
so made.

     14. Register. The Company shall maintain a transfer agent, which may be the
transfer agent for the Common Stock or the Company itself, for the registration
of Convertible Debentures. Upon any transfer of this Debenture in accordance
with the provisions hereof, the Company shall register or cause the transfer
agent to register such transfer on the Convertible Debenture register.

     15. Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Debenture shall be cumulative and in
addition to all other remedies available under this Debenture, at law or in
equity (including a decree of specific performance and/or other injunctive
relief). No remedy contained herein shall be deemed a waiver of compliance with

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<PAGE>


the provisions giving rise to such remedy and nothing herein shall limit a
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Debenture. Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation therof) shall
be the amounts to be received by the Holder hereof and shall not, except as
expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holders of this
Debenture and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the Holders of this Debenture shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

     16. Construction. This Debenture shall be deemed to be jointly drafted by
the Company and the initial Holders of the Convertible Debentures and shall not
be construed against any person as the drafter hereof.

     17. Failure or Indulgence Not Waiver. No failure or delay on the part of
the Holder of this Debenture in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof (except to the extent that such
power, right or privilege must, in accordance with the terms of this Debenture,
be exercised within a specified period of time and such period of time has
lapsed without such power, right or privilege being exercised), nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.

     18. Governing Law. This Debenture shall be governed by and construed in
accordance with the laws of the State of California. Each of the parties
consents to the jurisdiction of the Federal courts whose districts encompass any
part of the City of Los Angeles, California or the state courts of the State of
California sitting in the City of Los Angeles, California or the state courts of
the State of California sitting in the City of Los Angeles 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.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated:   July 17, 2000                      POLLUTION RESEARCH  AND CONTROL
                                            CORP.




                                            By:  /s/  Albert E. Gosselin, Jr.
                                               --------------------------------
                                                      Albert E. Gosselin, Jr.
                                                      President

Attest:

/s/ Marcia Smith
-----------------------------


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