Exhibit 4

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT").  THESE  SECURITIES ARE  "RESTRICTED" AND MAY NOT BE
RESOLD  OR  TRANSFERRED  EXCEPT AS  PERMITTED  UNDER  THE 1933 ACT  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.


No. ____                                                            $800,000 USD

Dated:  September   , 1998

                       STRATFORD ACQUISITION CORPORATION 1

                              9% $800,000 Debenture

                                       and

              Warrant to Purchase 1,500,000 Shares of Common Stock


THE SECURITIES  REPRESENTED  HEREBY,  INCLUDING THE WARRANTS TO PURCHASE  COMMON
STOCK AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, ARE BEING
OFFERED AND SOLD  WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED ("THE ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION
IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE  SECURITIES  OFFERED  HEREBY MAY NOT BE  OFFERED  FOR RESALE OR RESOLD
ABSENT  REGISTRATION  UNDER THE  SECURITIES ACT OR SUCH LAWS UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.

UNITS OF THIS DEBENTURE SHALL BE PURCHASED FOR INVESTMENT  PURPOSES ONLY AND MAY
NOT BE TRANSFERRED  UNTIL (I) A REGISTRATION  STATEMENT UNDER THE ACT SHALL HAVE
BECOME  EFFECTIVE  WITH  RESPECT  THERETO,  OR (II) RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE  COMPANY TO THE EFFECT THAT
REGISTRATION  UNDER THE ACT IS NOT  REQUIRED IN  CONNECTION  WITH SUCH  PROPOSED
TRANSFER NOR IS SUCH  PROPOSED  TRANSFER IN VIOLATION  OF ANY  APPLICABLE  STATE
SECURITIES LAWS.

THIS  OFFERING IS BEING MADE SOLELY TO  "ACCREDITED  INVESTORS"  AS THAT TERM IS
DEFINED IN RULE 501 OF REGULATION D PROMULGATED  UNDER THE ACT, AND WILL BE SOLD
SOLELY  PURSUANT TO A FULLY  EXECUTED 9% $800,000  DEBENTURE  AND STOCK  WARRANT
SUBSCRIPTION AGREEMENT ("SUBSCRIPTION AGREEMENT").

THIS  DEBENTURE is one of a duly  authorized  issue of  Debentures  of STRATFORD
ACQUISITION  CORPORATION,  a corporation  duly  organized and existing under the
laws of the State of Minnesota and having its principal  executive offices at 67
Wall Street, Suite 2411, New York, New York 10005 (the "Company")  designated as
its 9% $800,000 Debenture due September 4, 2000 (the "Maturity Date").

--------
     (1) In January,  1997, the Company was authorized by the Secretary of State
of Minnesota to conduct business under the assumed name of NOVACRETE  TECHNOLOGY
INC.  Hereinafter the Company intends to use, whenever  applicable,  its assumed
name to facilitate  its business and marketing  efforts and will change its name
to  Novex  Systems   International,   Inc.,  subject  to  the  approval  of  its
shareholders at the next annual meeting of shareholders.


<PAGE>


THE WARRANT  offered  herein shall provide the Holder of the Debenture  with the
right to  purchase  1,500,000  shares of the  Company  $.001  Common  Stock at a
exercise price of forty-five cents ($.45 USD) per share.  (the  "Warrant").  The
Warrant(s) are exercisable at the date of issuance,  but not later than midnight
on September 4, 2000 (EST). The Company reserves the sole right to redeem any or
all shares underlying the Warrant at the price of $.001 per share if the closing
trading price for the  Company's  common stock is equal to or exceeds one dollar
and fifty cents ($1.50 USD) per share for twenty (20) consecutive days after the
warrants are issued. (See Warrant Agreement).

FOR VALUE RECEIVED, the Company promises to pay to each registered holder hereof
and its successors and assigns (the "HOLDER"),  each Holder being registered and
represented  by its  execution  of the annexed 9% $800,000  DEBENTURE  AND STOCK
WARRANT SUBSCRIPTION AGREEMENT (the "Subscription Agreement"), the principal sum
of the full amount (in United States  Dollars) of the Holder's  purchase of this
Debenture on the Maturity Date plus all outstanding accrued interest at the rate
of nine percent (9%) per annum,  such interest being  calculated on the basis of
the principal  amount of the Debenture  outstanding  at the Maturity Date of the
Debenture,  or on the  redemption  date of all or any portion of the  Debenture.
(See  Redemption  Rights below).  The accrual of interest on the Debenture shall
commence on the next day after the date stated on the Subscription Agreement and
shall  continue  to  accrue  against  the  outstanding  principal  amount of the
Debenture  until it is paid. In instances  where the Company shall redeem only a
portion of the Debenture,  the unredeemed principal amount of the Debenture that
is outstanding  after such partial  redemption shall continue to accrue interest
until the unredeemed principal amount of the Debenture shall be redeemed or paid
in full by the  Company,  which shall not be later than the Maturity  Date.  The
interest  payable on the Debenture will be paid on a quarterly basis on November
30;  February  28; May 31; and  August 31 until the  Debenture  has been paid in
full,  to the person in whose name this  Debenture  (or one or more  predecessor
Debentures) is registered on the records of the Company  regarding  registration
and transfers of the Debenture (the "Debenture  Register"),  provided,  however,
that the Company's  obligation to a transferee of this Debenture  arises only if
such transfer,  sale or other  disposition is made in accordance  with the terms
and conditions of the Subscription Agreement between the Company and the Holder.
The principal  of, and interest on, this  Debenture are payable in such coin and
currency  of the  United  States of  America  as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the  Debenture  register of the Company as  designated  in writing by the Holder
hereof from time to time. To the extent the  principal and all accrued  interest
are outstanding on the Maturity Date, the Company will pay the principal and all
accrued  interest due upon this Debenture on the Maturity Date, less any amounts
required  by law to be  deducted or withheld by the Company to the Holder at the
last  address on the  Debenture  Register.  The  forwarding  of such check shall
constitute a payment of principal and interest  thereunder and shall satisfy and
discharge  the  liability  for  principal  and interest on the  Debenture to the
extent of the sum  represented  by such  check  plus any  amounts  so  deducted,
pursuant to this Agreement.

The Debenture is being sold pursuant to an exemption from registration under the
securities  laws and will be restricted  from public resale.  Accordingly,  this
Debenture and any certificate(s),  if any, evidencing ownership of the Debenture
will bear the following legend, or some other similar version:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
                  THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN

                                        2

<PAGE>



                  EXEMPTION  FROM  REGISTRATION  UNDER  SECTION  4(2) UNDER  THE
                  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933  ACT").  THESE
                  SECURITIES  ARE   "RESTRICTED"   AND  MAY  NOT  BE  RESOLD  OR
                  TRANSFERRED EXCEPT AS PERMITTED UNDER THE 1933 ACT PURSUANT TO
                  REGISTRATION OR EXEMPTION THEREFROM.

In the event the Holder is relying on an exemption from  registration  under the
1933 Act, the certificates  evidencing  ownership of the Debenture may be issued
without  restrictive  legends if the  Holder  furnishes  an opinion of  counsel,
reasonably  satisfactory  to the  Company,  that sets  forth in detail the legal
basis for the exemption from registration and its availability hereto.

The Debenture is subject to the following additional provisions:

     1.  Exchangeability.  The Debenture may be exchangeable for like Debentures
in amounts not to exceed the aggregate  principal  amount  initially  purchased,
including any accrued interest, of authorized denominations, as requested by the
Holders  surrendering  the  same.  No  service  charge  will  be made  for  such
registration or transfer or exchange.

     2. Tax  Withholdings.  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
or other applicable laws at the time of such payments.

     3. Offering  Representations.  This  Debenture  has been issued  subject to
investment  representations  of the original  Holder  hereof and pursuant to the
Subscription  Agreement and may be transferred or exchanged in the United States
only in compliance with the Act and applicable  state  securities laws. Prior to
the due  presentment  for such 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 Debenture Register as the owner hereof for the purpose
of receiving  payment as herein provided and all other purposes,  whether or not
this  Debenture is overdue,  and neither the Company nor any such agent shall be
affected  by notice  to the  contrary.  The  transferee  shall be bound,  as the
original Holder by the same representations and terms described herein and under
the Subscription Agreement.

     4.  Redemption  Rights.  The Company  may, at its sole  option,  redeem the
Debenture at any time prior to the Maturity Date by paying the Holder all or any
portion of one hundred and two percent (102%) of the  outstanding  principal and
the face  amount of any all  accrued  interest  on the  principal  amount of the
Debenture  redeemed on the date of redemption.  Under no circumstances  will the
Company incur any other  penalties for redeeming the  Debenture,  or any portion
thereof, prior to the Maturity Date.

     5. Company's Payment Obligation. 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 place,  time and
rate, and in coin or currency herein prescribed.

     6.  Waiver of  Demand.  The  Company  hereby  expressly  waives  demand and
presentment  for  payment,  notice on  nonpayment,  protest,  notice of protest,
notice  of  dishonor,  notice of  acceleration  or  intent  to  accelerate,  and
diligence in taking any action to collect amounts called for hereunder and

                                        3

<PAGE>



shall be directly and primarily  liable for the payment of all sums owing and to
be owing  hereon,  regardless  of and  without  any  notice,  diligence,  act or
omission  as or  with  respect  to the  collection  of  any  amount  called  for
hereunder.

     7. Events of Default.  The  Company  agrees to pay all costs and  expenses,
including  reasonable  attorneys'  fees,  which may be incurred by the Holder in
collecting  any  amount  due or  exercising  the  conversion  rights  under this
Debenture,  if one or more of the following  described "Events of Default" shall
occur:

     a. The Company  fails to provide the Holder  with  certificates  evidencing
ownership of the Warrants being issued as part of the sale of the Debenture. Any
such  certificates  shall be issued  based on the terms and  conditions  of this
Debenture; or

     b. Any of the  representations or warranties made by the Company herein, or
in the Subscription Agreement, shall have been materially incorrect; or

     c. 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 thirty (30) calendar days thereafter; or

     d.  Bankruptcy  reorganization,  insolvency or  liquidation  proceedings or
other  proceedings  for relief under any bankruptcy law or law for the relief of
debtors shall be instituted by or against the Company and, if instituted against
the Company, 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.

Then, or at any time thereafter,  and in each and every such case of an Event of
Default,  unless such Event of Default  shall have been deemed 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,  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  Holder  may  immediately,  and  without
expiration  of any period of grace,  enforce any and all of the Holder's  rights
and remedies provided herein or any other rights or remedies afforded by law.

     8. Severability  Clause. In case any provision of this Debenture is held by
a court of competent  jurisdiction to be excessive in scope or otherwise invalid
or  unenforceable,  such  provision  shall be adjusted  rather than  voided,  if
possible,  so that it is  enforceable to the maximum  extent  possible,  and the
validity and  enforceability of the remaining  provisions of this Debenture will
not in any way be affected or impaired thereby.

     9.  Amendment.  This Debenture,  the Warrant  Agreement,  the  Subscription
Agreement and Term Sheet referred to in this  Debenture  constitute the full and
entire  understanding  and agreement between the Company and Holder with respect
hereof. Neither this Debenture nor any terms hereof may be

                                        4

<PAGE>



amended,  waived,  discharged or terminated  other than by a written  instrument
signed by the Company and the Holder.

     10.  Governing  Law.  This  Debenture  shall be  construed  and enforced in
accordance  with and  governed by the laws of the State of New York,  except for
matters arising under the Act,  without  reference to principles of conflicts of
law.  Each of the parties  consents to the  jurisdiction  of the federal  courts
whose  districts  encompass  any part of the State and County of New York or the
state  courts of the State of New York in  connection  with any dispute  arising
under this Debenture 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.  Each party hereby agrees
that if another party to this Debenture  obtains a judgment against it in such a
proceeding,  the party which  obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such  judgment  was  obtained,  and each party  hereby  waives any defenses
available  to it  under  local  law  and  agrees  to the  enforcement  of such a
judgment.  Each party to this Debenture  irrevocably  consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid,  to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law.

     11. Non-Recourse. No recourse shall be had for the payment of the principal
or interest of this Debenture  against any incorporator or any past,  present or
future  stockholder,  officer,  director  or  agent  of  the  Company  or of any
successor  corporation under any statute or by the enforcement of any assessment
or otherwise, all such liability of the incorporators,  stockholders,  officers,
directors and agents being waived, released and surrendered by the Holder hereof
by the acceptance of this Debenture.

     12.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been made when  delivered or mailed by first
class  registered  or  certified  mail,  postage  prepaid to the  address of the
Company at the above  address and to the Holder at the address  appearing on the
Debenture Register.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated: September   , 1998

                                        STRATFORD ACQUISITION CORPORATION


                                        By: /s/ Daniel W. Dowe
                                           ------------------------------
                                            Mr. Daniel W. Dowe
                                            President and Chief Executive
                                            Officer



                                        5

<PAGE>


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT").  THESE  SECURITIES ARE  "RESTRICTED" AND MAY NOT BE
RESOLD  OR  TRANSFERRED  EXCEPT AS  PERMITTED  UNDER  THE 1933 ACT  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.


No. ____                                                            $250,000 USD

Dated:  February 25, 1999

                        STRATFORD ACQUISITION CORPORATION

                          15% $250,000 Senior Debenture

                                       and

               Warrant to Purchase 150,000 Shares of Common Stock


THE SECURITIES  REPRESENTED  HEREBY,  INCLUDING THE WARRANTS TO PURCHASE  COMMON
STOCK AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, ARE BEING
OFFERED AND SOLD  WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED ("THE ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION
IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE  SECURITIES  OFFERED  HEREBY MAY NOT BE  OFFERED  FOR RESALE OR RESOLD
ABSENT  REGISTRATION  UNDER THE  SECURITIES ACT OR SUCH LAWS UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.

UNITS OF THIS DEBENTURE SHALL BE PURCHASED FOR INVESTMENT  PURPOSES ONLY AND MAY
NOT BE TRANSFERRED  UNTIL (I) A REGISTRATION  STATEMENT UNDER THE ACT SHALL HAVE
BECOME  EFFECTIVE  WITH  RESPECT  THERETO,  OR (II) RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE  COMPANY TO THE EFFECT THAT
REGISTRATION  UNDER THE ACT IS NOT  REQUIRED IN  CONNECTION  WITH SUCH  PROPOSED
TRANSFER NOR IS SUCH  PROPOSED  TRANSFER IN VIOLATION  OF ANY  APPLICABLE  STATE
SECURITIES LAWS.

THIS  OFFERING IS BEING MADE SOLELY TO  "ACCREDITED  INVESTORS"  AS THAT TERM IS
DEFINED IN RULE 501 OF REGULATION D PROMULGATED  UNDER THE ACT, AND WILL BE SOLD
SOLELY  PURSUANT TO A FULLY  EXECUTED 15% $250,000  DEBENTURE  AND STOCK WARRANT
SUBSCRIPTION AGREEMENT ("SUBSCRIPTION AGREEMENT").

THIS  DEBENTURE is one of a duly  authorized  issue of  Debentures  of STRATFORD
ACQUISITION  CORPORATION,  a corporation  duly  organized and existing under the
laws of the State of Minnesota and having its principal  executive offices at 67
Wall Street, Suite 2001, New York, New York 10005 (the "Company")  designated as
its 15% $250,000 Debenture due June 1, 1999 (the "Maturity Date").

THE WARRANT  offered  herein shall provide the Holder of the Debenture  with the
right to purchase 150,000 shares of the Company $.001 Common Stock at a exercise
price of forty-five cents ($.45 USD) per share (the  "Warrant").  The Warrant(s)
are exercisable at the date of issuance, but not later than midnight on February
25, 2001 (EST).  The Company reserves the sole right to redeem any or all shares
underlying  the Warrant at the price of $.001 per share if the  closing  trading
price for the Company's common stock is equal to


<PAGE>



or exceeds  one dollar and fifty  cents  ($1.50  USD) per share for twenty  (20)
consecutive days after the warrants are issued. (See Warrant Agreement).

FOR VALUE RECEIVED, the Company promises to pay to each registered holder hereof
and its successors and assigns (the "HOLDER"),  each Holder being registered and
represented  by its execution of the annexed 15% $250,000  SENIOR  DEBENTURE AND
STOCK  WARRANT  SUBSCRIPTION  AGREEMENT  (the  "Subscription  Agreement"),   the
principal  sum of the full amount (in United  States  Dollars)  of the  Holder's
purchase of this  Debenture  on the  Maturity  Date plus all unpaid  outstanding
accrued  interest at the rate of fifteen  percent  (15%) per annum (see Interest
Payments  below),  such interest being  calculated on the basis of the principal
amount of the Debenture outstanding at the Maturity Date of the Debenture, or on
the  redemption  date of all or any portion of the  Debenture.  (See  Redemption
Rights  below).  The accrual of interest on the Debenture  shall commence on the
next day after the date stated on the Subscription  Agreement and shall continue
to accrue against the outstanding  principal amount of the Debenture until it is
paid.  In  instances  where the  Company  shall  redeem  only a  portion  of the
Debenture,  the unredeemed principal amount of the Debenture that is outstanding
after such  partial  redemption  shall  continue  to accrue  interest  until the
unredeemed  principal  amount of the Debenture shall be redeemed or paid in full
by the Company,  which shall not be later than the Maturity  Date.  The interest
payable on the Debenture will be paid on a monthly basis until the Debenture has
been paid in full,  to the person in whose name this  Debenture  (or one or more
predecessor  Debentures)  is registered on the records of the Company  regarding
registration  and  transfers  of  the  Debenture  (the  "Debenture   Register"),
provided,  however,  that  the  Company's  obligation  to a  transferee  of this
Debenture  arises only if such  transfer,  sale or other  disposition is made in
accordance with the terms and conditions of the Subscription  Agreement  between
the Company and the Holder.  The principal  of, and interest on, this  Debenture
are payable in such coin and currency of the United  States of America as at the
time of payment is legal tender for payment of public and private debts,  at the
address last appearing on the Debenture register of the Company as designated in
writing by the Holder  hereof from time to time. To the extent the principal and
all accrued  interest are outstanding on the Maturity Date, the Company will pay
the principal and all accrued  interest due upon this  Debenture on the Maturity
Date, less any amounts required by law to be deducted or withheld by the Company
to the Holder at the last address on the Debenture  Register.  The forwarding of
such check shall  constitute a payment of principal and interest  thereunder and
shall  satisfy and  discharge  the  liability  for principal and interest on the
Debenture to the extent of the sum represented by such check plus any amounts so
deducted, pursuant to this Agreement.

The Debenture is being sold pursuant to an exemption from registration under the
securities  laws and will be restricted  from public resale.  Accordingly,  this
Debenture and any certificate(s),  if any, evidencing ownership of the Debenture
will bear the following legend, or some other similar version:

                  THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  UNITED
                  STATES  SECURITIES AND EXCHANGE  COM-MISSION OR THE SECURITIES
                  COMMISSION  OF  ANY  STATE   PURSUANT  TO  AN  EXEMPTION  FROM
                  REGISTRA-TION  UNDER SECTION 4(2) UNDER THE  SECURITIES ACT OF
                  1933,  AS  AMENDED  (THE "1933  ACT").  THESE  SECURITIES  ARE
                  "RESTRICTED"  AND MAY NOT BE RESOLD OR  TRANSFERRED  EXCEPT AS
                  PERMITTED  UNDER  THE 1933 ACT  PURSUANT  TO  REGISTRATION  OR
                  EXEMPTION THEREFROM.

                                        2

<PAGE>



In the event the Holder is relying on an exemption from  registration  under the
1933 Act, the certificates  evidencing  ownership of the Debenture may be issued
without  restrictive  legends if the  Holder  furnishes  an opinion of  counsel,
reasonably  satisfactory  to the  Company,  that sets  forth in detail the legal
basis for the exemption from registration and its availability hereto.

The Debenture is subject to the following additional provisions:

     1.  Exchangeability.  The Debenture may be exchangeable for like Debentures
in amounts not to exceed the aggregate  principal  amount  initially  purchased,
including any accrued interest, of authorized denominations, as requested by the
Holders  surrendering  the  same.  No  service  charge  will  be made  for  such
registration or transfer or exchange.

     2. Tax  Withholdings.  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
or other applicable laws at the time of such payments.

     3. Offering  Representations.  This  Debenture  has been issued  subject to
investment  representations  of the original  Holder  hereof and pursuant to the
Subscription  Agreement and may be transferred or exchanged in the United States
only in compliance with the Act and applicable  state  securities laws. Prior to
the due  presentment  for such 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 Debenture Register as the owner hereof for the purpose
of receiving  payment as herein provided and all other purposes,  whether or not
this  Debenture is overdue,  and neither the Company nor any such agent shall be
affected  by notice  to the  contrary.  The  transferee  shall be bound,  as the
original Holder by the same representations and terms described herein and under
the Subscription Agreement.

     4.  Redemption  Rights.  The Company  may, at its sole  option,  redeem the
Debenture at any time prior to the Maturity  Date.  If the Company  shall redeem
the  Debenture  on or prior to April 1, 1999,  it shall be  obligated to pay the
Holder 110% of the  principal  amount of the  Debenture  redeemed on the date of
redemption.  If the Debenture is redeemed after April 1, 1999 but on or prior to
June 1, 1999,  the  Company  shall be  obligated  to pay the Holder  120% of the
principal  amount of the Debenture  redeemed on the date of  redemption.  If the
Debenture,  or any portion  thereof,  is not redeemed on the Maturity  Date, the
outstanding  principal  amount of the Debenture shall be redeemed at 140% of the
amount outstanding.

     5. Interest Payments. This Debenture shall bear interest at the annual rate
of fifteen percent (15%), payable on a monthly basis until the Debenture is paid
in full. In the event the Debenture,  or any principal  portion thereof,  is not
repaid on the Maturity Date, the outstanding  principal  amount of the Debenture
shall accrue  interest at the monthly rate of 2-1/4%,  which  interest  shall be
paid monthly.

     6.  Senior  Status.  The Holder of this  Debenture  shall be given a senior
position,  other than for the secured interest granted by the Company to Montcap
Financial  Corporation to provide asset-based  factoring and equipment financing
to the Company's wholly-owned Canadian subsidiary, Novex Systems

                                        3

<PAGE>



International Ltd.

     In addition,  as further  security for the repayment of the Debenture,  the
Holder of this Debenture  shall have a collateral  interest in 100,000 shares of
Datametrics  Corporation  (AMEX:  DC) that are are under the  control of Douglas
Friedenberg, a director of the Company.

     7. Company's Payment Obligation. 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 place,  time and
rate, and in coin or currency herein prescribed.

     8.  Waiver of  Demand.  The  Company  hereby  expressly  waives  demand and
presentment  for  payment,  notice on  nonpayment,  protest,  notice of protest,
notice  of  dishonor,  notice of  acceleration  or  intent  to  accelerate,  and
diligence in taking any action to collect amounts called for hereunder and shall
be  directly  and  primarily  liable for the payment of all sums owing and to be
owing hereon,  regardless of and without any notice,  diligence, act or omission
as or with respect to the collection of any amount called for hereunder.

     9. Events of Default.  The  Company  agrees to pay all costs and  expenses,
including  reasonable  attorneys'  fees,  which may be incurred by the Holder in
collecting  any  amount  due or  exercising  the  conversion  rights  under this
Debenture,  if one or more of the following  described "Events of Default" shall
occur:

          a.  The  Company  fails  to  provide  the  Holder  with   certificates
     evidencing  ownership of the  Warrants  being issued as part of the sale of
     the Debenture. Any such certificates shall be issued based on the terms and
     conditions of this Debenture; or

          b.  Any of the  representations  or  warranties  made  by the  Company
     herein,  or in the  Subscription  Agreement,  shall  have  been  materially
     incorrect; or

          c. 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  thirty  (30)  calendar  days
     thereafter; or

          d. Bankruptcy reorganization, insolvency or liquidation proceedings or
     other proceedings for relief under any bankruptcy law or law for the relief
     of debtors shall be instituted by or against the Company and, if instituted
     against the Company,  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.

Then, or at any time thereafter,  and in each and every such case of an Event of
Default,  unless such Event of Default  shall have been deemed 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

                                        4

<PAGE>



payable, without presentment,  demand, protest, 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 Holder may  immediately,  and
without  expiration of any period of grace,  enforce any and all of the Holder's
rights and remedies  provided herein or any other rights or remedies afforded by
law.

     10. Severability Clause. In case any provision of this Debenture is held by
a court of competent  jurisdiction to be excessive in scope or otherwise invalid
or  unenforceable,  such  provision  shall be adjusted  rather than  voided,  if
possible,  so that it is  enforceable to the maximum  extent  possible,  and the
validity and  enforceability of the remaining  provisions of this Debenture will
not in any way be affected or impaired thereby.

     11.  Amendment.  This Debenture,  the Warrant  Agreement,  the Subscription
Agreement and Term Sheet referred to in this  Debenture  constitute the full and
entire  understanding  and agreement between the Company and Holder with respect
hereof.  Neither this  Debenture  nor any terms  hereof may be amended,  waived,
discharged  or  terminated  other  than by a  written  instrument  signed by the
Company and the Holder.

     12.  Governing  Law.  This  Debenture  shall be  construed  and enforced in
accordance  with and  governed by the laws of the State of New York,  except for
matters arising under the Act,  without  reference to principles of conflicts of
law.  Each of the parties  consents to the  jurisdiction  of the federal  courts
whose  districts  encompass  any part of the State and County of New York or the
state  courts of the State of New York in  connection  with any dispute  arising
under this Debenture 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.  Each party hereby agrees
that if another party to this Debenture  obtains a judgment against it in such a
proceeding,  the party which  obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such  judgment  was  obtained,  and each party  hereby  waives any defenses
available  to it  under  local  law  and  agrees  to the  enforcement  of such a
judgment.  Each party to this Debenture  irrevocably  consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid,  to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law.

     13. Non-Recourse. No recourse shall be had for the payment of the principal
or interest of this Debenture  against any incorporator or any past,  present or
future  stockholder,  officer,  director  or  agent  of  the  Company  or of any
successor  corporation under any statute or by the enforcement of any assessment
or otherwise, all such liability of the incorporators,  stockholders,  officers,
directors and agents being waived, released and surrendered by the Holder hereof
by the acceptance of this Debenture.

     14.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been made when  delivered or mailed by first
class  registered  or  certified  mail,  postage  prepaid to the  address of the
Company at the above address

                                        5

<PAGE>


and to the Holder at the address appearing on the Debenture Register.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated: February 25, 1999

                                        STRATFORD ACQUISITION CORPORATION


                                        By: /s/Daniel W. Dowe
                                            ----------------------------
                                            Mr. Daniel W. Dowe
                                            President and Chief Executive
                                            Officer



                                            /s/ Douglas S. Friedenberg
                                            ----------------------------
                                            Douglas S. Friedenberg


                                        6

<PAGE>


                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                  July 29, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $35,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $20,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 29th day of July, 1998.

STRATFORD ACQUISITION CORPORATION


By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $20,000 (USD)
                                                                Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)



                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                  July 29, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $35,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $15,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 29th day of July, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $15,000 (USD)
                                                               Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)


                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                 August 13, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $25,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $12,500 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice

                              Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


         Agreed to on this 13th day of August, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $12,500 (USD)
                                                               Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)


                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                 August 13, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $25,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $12,500 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 13th day of August, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $12,500 (USD)
                                                               Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)




                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                 August 20, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $5,000  promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $5,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 20th day of August, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $5,000 (USD)
Firebird Overseas                                              Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)



                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                 August 27, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $20,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $10,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 27th day of August, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $10,000 (USD)
Euro-Dutch                                                      Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)



                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                 August 27, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $20,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6.       Payment              Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $10,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 27th day of August, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $10,000 (USD)
Firebird Partners                                               Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)

                                        4

<PAGE>



                        STRATFORD ACQUISITION CORPORATION
                           67 WALL STREET, SUITE 2411
                            NEW YORK, NEW YORK 10005

                                September 4, 1998

                                   TERM SHEET

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

1. Transaction                Stratford   Acquisition   Corporation  having  its
                              principal  executive  offices  at 67 Wall  Street,
                              Suite 2411, New York, New York 10005  (hereinafter
                              "SAC") will sell a $25,000 promissory note bearing
                              interest at 10% per annum ("the Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued  interest  is  satisfied  in  full by SAC.
                              Interest on the Note shall be payable in SAC $.001
                              par  value  common  stock  at the rate of $.40 per
                              share and the  principal  amount of the Note shall
                              be paid in cash.

4. Pre-Payment Penalty        SAC shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.  However, if the Note is not
                              fully satisfied by the Maturity Date, SAC shall be
                              obligated to issue  one-half (1/2) of a warrant to
                              purchase one (1) share


<PAGE>



                              of its $.001 par value  common  stock for each one
                              dollar ($1.00) of the then  outstanding  principal
                              amount  of the Note.  Furthermore,  if the Note is
                              not fully  satisfied  within  sixty (60) days from
                              the Maturity Date, SAC shall be obligated to issue
                              an  additional  one-half  (1/2)  of a  warrant  to
                              purchase  one (1)  share of its  $.001  par  value
                              common  stock for each one  dollar  ($1.00) of the
                              then outstanding principal amount of the Note.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  SAC fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if SAC shall have  completed  a  financing  from a
                              third-party  to  raise  working  capital  for  the
                              company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  SAC  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount: $25,000 (USD)

                                        2

<PAGE>




                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx


                                        3

<PAGE>



7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.


     Agreed to on this 1st day of September, 1998.

STRATFORD ACQUISITION CORPORATION



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $25,000 (USD)
Peter Sosnkowski                                               Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)


                                        4

<PAGE>



                        NOVEX SYSTEMS INTERNATIONAL INC.
                           67 WALL STREET, SUITE 2001
                            NEW YORK, NEW YORK 10005

                                  May 14, 1999

                                   TERM SHEET

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

1. Transaction                Novex   Systems   International,Inc.   corporation
                              having its principal  executive offices at 67 Wall
                              Street,  Suite  2001,  New  York,  New York  10005
                              (hereinafter "NSI") will sell a $15,000 promissory
                              note  bearing  interest  at 10%  per  annum  ("the
                              Note").

2. Term                       The  principal  amount of the Note and all accrued
                              and outstanding  interest shall be due on the 90th
                              day from the  date  the Note is  purchased  by the
                              purchaser(s) ("Maturity Date").

3. Interest                   Interest on the  outstanding  principal  amount of
                              the Note  shall  accrue  from the date the Note is
                              purchased  and  shall  continue  to  accrue on any
                              outstanding principal until such principal and all
                              accrued interest is satisfied in full by NSI.

4. Pre-Payment Penalty        NSI shall not  incur any  penalty  for any full or
                              partial  payment  of  the  outstanding   principal
                              amount of the Note and any accrued  interest prior
                              to the Maturity Date.

                              Notwithstanding  anything  stated  herein  to  the
                              contrary,  NSI fully agrees to pay the outstanding
                              principal  amount of the Note and all  outstanding
                              and accrued  interest  prior to the Maturity Date,
                              if NSI shall have completed a financing


<PAGE>



                              from a third-party  to raise  working  capital for
                              the company.

5. Binding Agreement          Upon the execution of this agreement  below,  this
                              agreement  will become  binding all parties hereto
                              and  shall  represent  the full  agreement  of the
                              parties.  Each  party  agrees  to  submit  to  the
                              personal  jurisdiction  and venue of all state and
                              federal  courts located in the County of New York,
                              State of New York  and that any  disputes  arising
                              hereunder    shall   be    adjudicated   in   this
                              jurisdiction.

6. Payment                    Payment  shall be deemed  made and this  agreement
                              shall  become  binding  upon  NSI  receiving  full
                              payment  for  all or  any  portion  of  the  Note.
                              Payment  shall be made by  federal  wire  transfer
                              pursuant to the following instructions:

                              Amount:           $15,000 (USD)

                              Bank:             Chase Manhattan Bank
                                                1 Chase Manhattan Plaza
                                                New York, New York 10007

                              ABA:              021000021

                              Account:          Stratford Acquisition
                                                Corporation - Checking


                              Account#:         xxxxxxxxxxxx

7. Notice                     Any notice required to be given by any party shall
                              be deemed  sufficient  if in  writing  and sent by
                              facsimile,  or U.S.  Mail or hand  courier  to the
                              addresses  stated  above or below for either party
                              or to any  subsequent  address  that a party shall
                              provide to the other party in writing.

                                        2


<PAGE>



Agreed to on this 14th day of May, 1999.

NOVEX SYSTEMS INTERNATIONAL INC.



By: /s/ Daniel W. Dowe
    --------------------------
    Daniel W. Dowe, President


---------------------------                                      $15,000 (USD)
                                                                Amount Purchased


--------------------------
(Signature - print)


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

(Address - print)


--------------------------
(Telephone Number)


--------------------------
(Facsimile Number)

                                       3