EXHIBIT 10.2

                                                                       EXHIBIT A


                            4% 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
        CANADIAN PROVINCE, 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 $1,000,000
                                                                       ---------

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

                   4% CONVERTIBLE DEBENTURE DUE APRIL 27, 2000


              THIS DEBENTURE is issued by BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a corporation organized and existing under the laws of the State of Delaware
(the "Company") and is designated as its 4% Convertible Debenture Due April 27,
2000.


              FOR VALUE RECEIVED, the Company promises to pay to ROSEWORTH 
GROUP, LTD., or permitted assigns (the "Holder"), the principal sum of One
Million and 00/100 (US $1,000,000) Dollars on the later of (1) April 27, 2000 or
(2) six months after the date that the Securities and Exchange Commission first
declares the Registration Statement to be effective (the "Maturity Date") and to
pay interest on the principal sum outstanding from time to time quarterly in
arrears at the rate of 4% 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 July 1, October 1, January 1 and April 1 of each year, commencing
with July 1, 1999. 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. Subject to the provisions of Paragraph 4 below,
the interest on this Debenture is payable at the option of the Company, in cash
or in shares of Common Stock of the Company, $.001 par value per share ("Common
Stock") valued at the Conversion Price (as defined herein) on the interest
payment date, 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 


<PAGE>

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, or the required number of shares of
Common Stock determined pursuant to the provisions of Paragraph 4 below, 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 or the equivalent Conversion Price
value of such shares of Common Stock (as defined in Paragraph 3 below) plus any
amounts so deducted.


              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 Debenture Purchase Agreement dated as of
April 21, 1999 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, provided that the portion of the principal amount so converted
is Five Thousand Dollars (US $5,000) or a multiple thereof (unless if at the
time of such election to convert the aggregate principal amount of this
Debenture is less than Five Thousand Dollars (US $5,000), then the whole amount
thereof) 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 lower of (a) 95% of the Market Price at the Conversion Date (as defined in
Section 8 hereof) or (b) $6.00. The term "Market Price" shall have the meaning
set forth in the Purchase Agreement.


                                     Page 2
<PAGE>

                     4.     The entire unpaid balance of this Debenture and 
accrued interest thereon outstanding on the Maturity Date hereof shall
automatically convert into Common Stock at the Conversion Price on the Maturity
Date.


                     5.     If the closing price per share of the Common Stock
on the Principal Market is equal to or less than $1.00 for 10 or more
consecutive Trading Days, the Company shall have the right within 3 Trading Days
after the date any such triggering event occurs to deliver to the Holder a
written notice of the Company's intent to redeem the entire outstanding amount
of this Debenture. Within 3 Trading Days following its receipt of such notice,
the Holder shall elect (by delivering written notice to the Company ) either (a)
to have the Company redeem the Debenture for a cash payment equal to 120% of the
outstanding principal amount of this Debenture and all accrued and unpaid
interest thereon, or (b) to agree not to convert all or any portion of this
Debenture for a thirty-day period commencing upon the Holder's receipt of the
Company's notice pursuant to the preceding sentence. If the Holder fails to
deliver its notice to the Company within such 3 Trading Day Period, the Company
may elect to have the provisions of clause (a) or (b) of the preceding sentence
apply by delivering written notice to the Holder within Three Trading Days
following the expiration of the Holder's notice period. If the Holder or the
Company elects to have this Debenture redeemed, the Company shall make the
redemption payment to the Holder within 5 Trading Days following its receipt of
the Holder's notice electing redemption or the Company's delivery of its notice
to the Holder electing redemption, as applicable.

                     6.     Notwithstanding anything to the contrary contained
herein, in the event that a conversion (when aggregated with all prior
conversions of portions of this Debenture) requires the Company to issue a
number of shares of Common Stock which would exceed 19.5% 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 Volume
Adjusted 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 a U.S. 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) Business 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.     In the event that the Conversion Price of the Common
Stock is less than $3.00 per share on any Conversion Date, or in the event a
registration statement permitting the immediate resale of the Conversion Shares
by the Holder is not effective on such Conversion Date, the Company may elect to
deliver to the Holder in consideration of any such conversion cash, Conversion
Shares or any combination thereof. The amount of cash to be delivered shall
equal the Volume Adjusted Price on the Conversion Date of the number of shares
of Common 


                                     Page 3
<PAGE>

Stock as would have been issued at the Conversion Price upon such conversion.
The Company's ability to deliver cash as full or partial conversion
consideration in accordance with this Section 7 shall be conditioned on the
Company's delivery of notice to the Holder of such election by the Company no
later than twenty-four (24) hours following the Company's receipt of a Notice of
Conversion. The Holder shall then have a further twenty-four (24) hour period in
which to withdraw his Notice of Conversion, or else the Holder shall be deemed
to have accepted such alternative cash consideration.


                     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 Conversion Price on the Conversion Date. No fraction of a shares 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 (818) 615-0995 Attn.: Mark Dyne. Certificates
representing Common Stock upon conversion will be delivered to the Holder within
six (6) Business Days from the date the Notice of Conversion is delivered to the
Company. Delivery of shares upon conversion shall be made to a U.S. 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 six (6)
Business 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. Business Days
Late" is defined as the number of Business Days beyond six (6) Business Days
from the date the Notice of Conversion is delivered to the Company).


                                                   Late Payment for Each
                                                 $5,000 of Principal Amount
                No. Business Days Late                Being Converted
                ----------------------           --------------------------

                       1                                    $100

                       2                                    $200

                       3                                    $300

                       4                                    $400

                       5                                    $500

                       6                                    $600

                       7                                    $700


                                     Page 4
<PAGE>


                                                   Late Payment for Each
                                                 $5,000 of Principal Amount
                No. Business Days Late                Being Converted
                ----------------------           --------------------------

                       8                                    $800

                       9                                    $900

                       10                                  $1,000

                  More than 10               $1,000 +$200 for each Business Day
                                                Late beyond 10 Business Days


                     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 six (6) Business 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 ten percent (110%) 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. ss. 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.ss. 362 in
respect of the Holder's conversion privilege.


                                     Page 5
<PAGE>

                     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.    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 constitution, 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.

                     11.    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 and the Escrow
Agent within fifteen (15) days of receipt of notice of such Sale from the
Company. In the event the Holder hereof shall elect not to convert, the Company
may prepay all outstanding principal and accrued interest on this Debenture as
provided in Section 5, less all amounts required by law to be deducted, upon
which tender of payment following such notice, the right of conversion shall
terminate.

                     12.    The Holder of the Debenture, by acceptance hereof,
agrees that this Debenture is being acquired for investment and that such Holder
will not offer, sell or otherwise dispose of this Debenture or the Shares of
Common Stock issuable upon conversion thereof except under circumstances which
will not result in a violation of the Act or any applicable state Blue Sky or
foreign laws or similar laws relating to the sale of securities.

                     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.


                                     Page 6
<PAGE>

                     14.    The following shall constitute an "Event of 
                            Default":

                     a.     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 

                     b.     Any of the representations or warranties made by the
                            Company herein, in the Purchase Agreement, 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 

                     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 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 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
                            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; or 

                     e.     The Company 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 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 


                                     Page 7
<PAGE>

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

                     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 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 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; or 

                     j.     The Company shall have its Common Stock suspended or
                            delisted from trading on an exchange or the Nasdaq
                            market for in excess of two 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;
provided, that any payment of this Debenture in connection with an Event of
Default (other than a delisting of its Common Stock pursuant to clause (j.)) may
be made, at the Company's election, in cash or in shares of Common Stock, in
such number as would be issued at the Conversion Price on the date the Debenture
becomes due and payable. 

            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.


                                     Page 8
<PAGE>

            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 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. If
on the Maturity Date the conversion of this Debenture into Common Stock pursuant
to Paragraph 4 would cause the limit contained in the first sentence of this
Paragraph 16 to be exceeded, such conversion of this Debenture shall occur up to
such limit and the remaining unconverted portion of this Debenture shall be
converted into Common Stock (1) in accordance with one or more Notices of
Conversion delivered by the Holder or (2) 65 days after the Maturity Date,
whichever is earlier. Notwithstanding anything contained herein to the contrary,
no interest shall accrue after the Maturity Date on any such unconverted portion
of this Debenture.


                                     Page 9
<PAGE>

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


Dated:   April 27, 1999

                                           BRILLIANT DIGITAL ENTERTAINMENT, INC.



                                           By: /S/ MARK DYNE
                                               --------------------------------
                                           Name:   Mark Dyne
                                                 ------------------------------
                                           Title:  CEO
                                                  -----------------------------

Attest:


/S/ MICHAEL OZEN
---------------------------


                                    Page 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 BRILLIANT DIGITAL ENTERTAINMENT, INC. (the "Company") according to the
conditions hereof, as of the date written below.


Date of Conversion* ____________________________________________________________


Applicable Conversion Price * __________________________________________________


Signature_______________________________________________________________________
                                       [Name]

Address:________________________________________________________________________

        ________________________________________________________________________



* This original Notice of Conversion must be received by the Company by the
third business day following the Date of Conversion, and, if such conversion
represents the remaining principal balance of the Debenture, the original
Debenture.