EXHIBIT 4.36

      THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES
      MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF
      COUNSEL IN FORM,  SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN
      COMPARABLE  TRANSACTIONS  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.



                    CALLABLE SECURED CONVERTIBLE DEBENTURE

Sarasota, Florida
April 30, 2004                                                          $125,000

            FOR VALUE  RECEIVED,  CENTRAL  WIRELESS,  INC.,  a Utah  corporation
(hereinafter called the "BORROWER"),  hereby promises to pay to the order of AJW
OFFSHORE,  LTD. or  registered  assigns  (the  "HOLDER")  the sum of One Hundred
Twenty-Five  Thousand  Dollars  ($125,000),  on April 30,  2006  (the  "MATURITY
DATE"),  and to pay interest on the unpaid principal  balance hereof at the rate
of twelve  percent  (12%) per annum from April 30, 2004 (the "ISSUE DATE") until
the same becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise.  Any amount of principal or interest on this  Debenture
which is not paid when due shall bear  interest  at the rate of fifteen  percent
(15%)  per annum  from the due date  thereof  until  the same is paid  ("DEFAULT
INTEREST").  Interest  shall  commence  accruing  on the  issue  date,  shall be
computed on the basis of a 365-day  year and the actual  number of days  elapsed
and shall be payable, at the option of the Holder, either quarterly on March 31,
June 30,  September 30 and December 31 of each year  beginning on June 30, 2004,
or at the time of conversion of the principal to which such interest  relates in
accordance  with Article I below.  All payments due hereunder (to the extent not
converted  into common  stock,  par value $.001 per share,  of the Borrower (the
"COMMON  STOCK") in  accordance  with the terms  hereof) shall be made in lawful
money of the United States of America  provided  that the interest  payments due
for the first six months  following  the Issue Date shall be payable on the date
hereof. All payments shall be made at such address as the Holder shall hereafter
give to the Borrower by written notice made in accordance with the provisions of
this  Debenture.  Whenever  any amount  expressed to be due by the terms of this
Debenture is due on any day which is not a business  day, the same shall instead
be due on the next  succeeding  day which is a business  day and, in the case of
any interest  payment date which is not the date on which this Debenture is paid
in full,  the  extension of the due date thereof shall not be taken into account
for purposes of determining  the amount of interest due on such date. As used in
this  Debenture,  the  term  "business  day"  shall  mean any day  other  than a
Saturday, Sunday or a day on which commercial banks in the city of New York, New

<PAGE>

York are authorized or required by law or executive order to remain closed. Each
capitalized term used herein, and not otherwise defined,  shall have the meaning
ascribed thereto in that certain Securities Purchase Agreement,  dated April 30,
2004,  pursuant to which this  Debenture was  originally  issued (the  "PURCHASE
AGREEMENT").

            This   Debenture  is  free  from  all  taxes,   liens,   claims  and
encumbrances  with  respect  to the issue  thereof  and shall not be  subject to
preemptive  rights or other similar rights of  stockholders  of the Borrower and
will not impose personal  liability upon the holder thereof.  The obligations of
the Borrower  under this  Debenture  shall be secured by that  certain  Security
Agreement by and between the Borrower and the Holder dated April 30, 2004.

            The following terms shall apply to this Debenture:

                          ARTICLE I. CONVERSION RIGHTS

            1.1 CONVERSION  RIGHT.  The Holder shall have the right from time to
time,  and at any time on or prior to the earlier of (i) the  Maturity  Date and
(ii) the date of  payment of the  Default  Amount  (as  defined in Article  III)
pursuant to Section  1.6(a) or Article III, the Optional  Prepayment  Amount (as
defined in Section 5.1 or any payments  pursuant to Section 1.7, each in respect
of the remaining  outstanding  principal amount of this Debenture to convert all
or any part of the  outstanding  and unpaid  principal  amount of this Debenture
into fully paid and non-assessable  shares of Common Stock, as such Common Stock
exists on the Issue Date, or any shares of capital stock or other  securities of
the  Borrower  into  which  such  Common  Stock  shall  hereafter  be changed or
reclassified  at the conversion  price (the  "CONVERSION  PRICE")  determined as
provided herein (a "CONVERSION");  provided, however, that in no event shall the
Holder be entitled to convert  any portion of this  Debenture  in excess of that
portion of this Debenture upon  conversion of which the sum of (1) the number of
shares of Common  Stock  beneficially  owned by the  Holder  and its  affiliates
(other  than  shares of Common  Stock  which  may be deemed  beneficially  owned
through  the  ownership  of the  unconverted  portion of the  Debentures  or the
unexercised  or  unconverted  portion  of any  other  security  of the  Borrower
(including,  without limitation, the warrants issued by the Borrower pursuant to
the  Purchase  Agreement)  subject to a  limitation  on  conversion  or exercise
analogous to the limitations  contained  herein) and (2) the number of shares of
Common Stock  issuable upon the conversion of the portion of this Debenture with
respect to which the  determination  of this proviso is being made, would result
in  beneficial  ownership by the Holder and its  affiliates of more than 4.9% of
the  outstanding  shares of Common  Stock.  For  purposes  of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and  Regulations  13D-G  thereunder,  except as otherwise  provided in
clause (1) of such  proviso.  The number of shares of Common  Stock to be issued
upon each  conversion  of this  Debenture  shall be  determined  by dividing the
Conversion Amount (as defined below) by the applicable  Conversion Price then in
effect on the date specified in the notice of  conversion,  in the form attached
hereto as Exhibit A (the "NOTICE OF  CONVERSION"),  delivered to the Borrower by
the Holder in  accordance  with Section 1.4 below;  provided  that the Notice of
Conversion  is  submitted  by  facsimile  (or by other  means  resulting  in, or
reasonably  expected to result in, notice) to the Borrower before 6:00 p.m., New
York, New York time on such conversion date (the  "CONVERSION  DATE").  The term
"CONVERSION AMOUNT" means, with respect to any conversion of this Debenture, the

                                       2
<PAGE>

sum of (1) the  principal  amount  of this  Debenture  to be  converted  in such
conversion  plus (2) accrued  and unpaid  interest,  if any,  on such  principal
amount at the interest rates  provided in this Debenture to the Conversion  Date
plus (3) Default Interest, if any, on the amounts referred to in the immediately
preceding  clauses (1) and/or (2) plus (4) at the Holder's  option,  any amounts
owed to the Holder  pursuant  to Sections  1.3 and 1.4(g)  hereof or pursuant to
Section 2(c) of that certain  Registration  Rights Agreement,  dated as of April
30, 2004, executed in connection with the initial issuance of this Debenture and
the  other  Debentures  issued  on the  Issue  Date  (the  "REGISTRATION  RIGHTS
AGREEMENT").

            1.2 CONVERSION PRICE.

                  (A)  CALCULATION OF CONVERSION  PRICE.  The  Conversion  Price
shall be the lesser of (i) the Variable Conversion Price (as defined herein) and
(ii) the Fixed Conversion Price (as defined herein)  (subject,  in each case, to
equitable  adjustments for stock splits,  stock dividends or rights offerings by
the Borrower  relating to the  Borrower's  securities  or the  securities of any
subsidiary of the Borrower, combinations,  recapitalization,  reclassifications,
extraordinary distributions and similar events). The "VARIABLE CONVERSION PRICE"
shall mean the  Applicable  Percentage  (as defined  herein)  multiplied  by the
Market Price (as defined herein). "MARKET PRICE" means the average of the lowest
three (3) Trading  Prices (as  defined  below) for the Common  Stock  during the
twenty  (20)  Trading  Day period  ending one  Trading Day prior to the date the
Conversion  Notice is sent by the  Holder to the  Borrower  via  facsimile  (the
"CONVERSION DATE").  "TRADING PRICE" means, for any security as of any date, the
intraday trading price on the  Over-the-Counter  Bulletin Board (the "OTCBB") as
reported by a reliable  reporting  service mutually  acceptable to and hereafter
designated  by Holders of a  majority  in  interest  of the  Debentures  and the
Borrower or, if the OTCBB is not the principal trading market for such security,
the intraday trading price of such security on the principal securities exchange
or trading  market  where such  security  is listed or traded or, if no intraday
trading price of such security is available in any of the foregoing manners, the
average of the intraday  trading  prices of any market  makers for such security
that are listed in the "pink sheets" by the National  Quotation Bureau,  Inc. If
the Trading  Price cannot be  calculated  for such  security on such date in the
manner  provided  above,  the Trading  Price  shall be the fair market  value as
mutually determined by the Borrower and the holders of a majority in interest of
the Debentures being converted for which the calculation of the Trading Price is
required in order to determine the Conversion Price of such Debentures. "TRADING
DAY"  shall mean any day on which the Common  Stock is  actually  traded for any
period on the OTCBB, or on the principal securities exchange or other securities
market on which the Common Stock is then being traded.  "APPLICABLE  PERCENTAGE"
shall mean 50.0%. The "FIXED CONVERSION PRICE" shall mean $.005.

                  (B)    CONVERSION    PRICE   DURING    MAJOR    ANNOUNCEMENTS.
Notwithstanding  anything  contained in Section  1.2(a) to the contrary,  in the
event  the  Borrower  (i)  makes  a  public  announcement  that  it  intends  to
consolidate  or merge with any other  corporation  (other than a merger in which
the Borrower is the surviving or continuing corporation and its capital stock is
unchanged)  or sell or transfer  all or  substantially  all of the assets of the
Borrower or (ii) any person,  group or entity (including the Borrower)  publicly
announces a tender offer to purchase 50% or more of the Borrower's  Common Stock
(or any other  takeover  scheme)  (the date of the  announcement  referred to in
clause (i) or (ii) is hereinafter referred to as the "ANNOUNCEMENT  DATE"), then

                                       3
<PAGE>

the Conversion Price shall,  effective upon the Announcement Date and continuing
through the Adjusted  Conversion Price  Termination Date (as defined below),  be
equal to the lower of (x) the Conversion  Price which would have been applicable
for a Conversion occurring on the Announcement Date and (y) the Conversion Price
that would otherwise be in effect.  From and after the Adjusted Conversion Price
Termination  Date, the Conversion Price shall be determined as set forth in this
Section 1.2(a).  For purposes hereof,  "ADJUSTED  CONVERSION  PRICE  TERMINATION
DATE" shall mean,  with respect to any proposed  transaction or tender offer (or
takeover scheme) for which a public announcement as contemplated by this Section
1.2(b) has been made,  the date upon which the  Borrower  (in the case of clause
(i) above) or the  person,  group or entity (in the case of clause  (ii)  above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or tender  offer (or  takeover  scheme)  which  caused this Section
1.2(b) to become operative.

            1.3 AUTHORIZED SHARES. The Borrower covenants that during the period
the conversion  right exists,  the Borrower will reserve from its authorized and
unissued  Common  Stock a  sufficient  number of  shares,  free from  preemptive
rights,  to provide for the issuance of Common Stock upon the full conversion of
this  Debenture  and  the  other  Debentures  issued  pursuant  to the  Purchase
Agreement. The Borrower is required at all times to have authorized and reserved
two times the number of shares that is actually issuable upon full conversion of
the Debentures  (based on the Conversion Price of the Debentures or the Exercise
Price of the Warrants in effect from time to time) (the "RESERVED AMOUNT").  The
Reserved  Amount shall be  increased  from time to time in  accordance  with the
Borrower's  obligations pursuant to Section 4(h) of the Purchase Agreement.  The
Borrower  represents  that upon  issuance,  such shares will be duly and validly
issued, fully paid and non-assessable.  In addition, if the Borrower shall issue
any  securities or make any change to its capital  structure  which would change
the  number of  shares  of Common  Stock  into  which  the  Debentures  shall be
convertible at the then current Conversion Price, the Borrower shall at the same
time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved,  free from preemptive rights,
for conversion of the outstanding Debentures. The Borrower (i) acknowledges that
it has irrevocably  instructed its transfer agent to issue  certificates for the
Common Stock issuable upon  conversion of this  Debenture,  and (ii) agrees that
its issuance of this Debenture  shall  constitute full authority to its officers
and agents who are charged  with the duty of  executing  stock  certificates  to
execute  and issue the  necessary  certificates  for  shares of Common  Stock in
accordance with the terms and conditions of this Debenture.

            If,  at any time a Holder  of this  Debenture  submits  a Notice  of
Conversion,  and the Borrower does not have  sufficient  authorized but unissued
shares of Common Stock  available to effect such  conversion in accordance  with
the  provisions of this Article I (a "CONVERSION  DEFAULT"),  subject to Section
4.8,  the  Borrower  shall issue to the Holder all of the shares of Common Stock
which  are then  available  to  effect  such  conversion.  The  portion  of this
Debenture which the Holder  included in its Conversion  Notice and which exceeds
the amount which is then  convertible into available shares of Common Stock (the
"EXCESS  AMOUNT")  shall,  notwithstanding  anything to the  contrary  contained
herein, not be convertible into Common Stock in accordance with the terms hereof
until (and at the Holder's option at any time after) the date additional  shares
of Common Stock are  authorized  by the Borrower to permit such  conversion,  at
which time the  Conversion  Price in respect  thereof shall be the lesser of (i)
the Conversion Price on the Conversion  Default Date (as defined below) and (ii)
the Conversion Price on the Conversion Date thereafter  elected by the Holder in

                                       4
<PAGE>

respect  thereof.  In addition,  the Borrower  shall pay to the Holder  payments
("CONVERSION  DEFAULT  PAYMENTS") for a Conversion  Default in the amount of (x)
the sum of (1) the then outstanding  principal amount of this Debenture plus (2)
accrued and unpaid  interest on the unpaid  principal  amount of this  Debenture
through the Authorization Date (as defined below) plus (3) Default Interest,  if
any, on the amounts  referred  to in clauses (1) and/or (2),  multiplied  by (y)
..24,  multiplied  by (z) (N/365),  where N = the number of days from the day the
holder submits a Notice of Conversion  giving rise to a Conversion  Default (the
"CONVERSION  DEFAULT  DATE") to the date  (the  "AUTHORIZATION  DATE")  that the
Borrower  authorizes  a  sufficient  number of shares of Common  Stock to effect
conversion of the full  outstanding  principal  balance of this  Debenture.  The
Borrower  shall use its best efforts to authorize a sufficient  number of shares
of Common Stock as soon as  practicable  following  the earlier of (i) such time
that the Holder  notifies the Borrower or that the  Borrower  otherwise  becomes
aware that there are or likely  will be  insufficient  authorized  and  unissued
shares to allow full  conversion  thereof  and (ii) a  Conversion  Default.  The
Borrower  shall send  notice to the Holder of the  authorization  of  additional
shares  of Common  Stock,  the  Authorization  Date and the  amount of  Holder's
accrued Conversion Default Payments. The accrued Conversion Default Payments for
each calendar  month shall be paid in cash or shall be  convertible  into Common
Stock (at such time as there are sufficient  authorized  shares of Common Stock)
at the applicable Conversion Price, at the Holder's option, as follows:

                  (A) In the event  Holder  elects to take such payment in cash,
cash  payment  shall be made to  Holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (B) In the event Holder  elects to take such payment in Common
Stock,  the Holder may convert  such  payment  amount  into Common  Stock at the
Conversion  Price (as in effect at the time of conversion) at any time after the
fifth day of the month following the month in which it has accrued in accordance
with the terms of this Article I (so long as there is then a  sufficient  number
of authorized shares of Common Stock).

            The  Holder's  election  shall be made in writing to the Borrower at
any time prior to 6:00 p.m.,  New York,  New York time,  on the third day of the
month following the month in which Conversion Default payments have accrued.  If
no election is made, the Holder shall be deemed to have elected to receive cash.
Nothing  herein shall limit the Holder's  right to pursue actual damages (to the
extent in excess of the Conversion  Default Payments) for the Borrower's failure
to maintain a sufficient  number of authorized  shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including degree of specific performance and/or injunctive relief).

            1.4 METHOD OF CONVERSION.

                  (A)  MECHANICS OF  CONVERSION.  Subject to Section  1.1,  this
Debenture  may be  converted  by the Holder in whole or in part at any time from
time to time after the Issue Date, by (A) submitting to the Borrower a Notice of
Conversion (by facsimile or other reasonable  means of communication  dispatched
on the  Conversion  Date  prior to 6:00 p.m.,  New York,  New York time) and (B)
subject to Section 1.4(b),  surrendering  this Debenture at the principal office
of the Borrower.

                                       5
<PAGE>

                  (B) SURRENDER OF DEBENTURE  UPON  CONVERSION.  Notwithstanding
anything to the contrary set forth herein,  upon conversion of this Debenture in
accordance with the terms hereof, the Holder shall not be required to physically
surrender  this  Debenture to the Borrower  unless the entire  unpaid  principal
amount of this  Debenture is so  converted.  The Holder and the  Borrower  shall
maintain records showing the principal amount so converted and the dates of such
conversions  or shall use such  other  method,  reasonably  satisfactory  to the
Holder  and  the  Borrower,  so as not to  require  physical  surrender  of this
Debenture upon each such conversion. In the event of any dispute or discrepancy,
such records of the  Borrower  shall be  controlling  and  determinative  in the
absence of manifest error. Notwithstanding the foregoing, if any portion of this
Debenture is converted as aforesaid,  the Holder may not transfer this Debenture
unless the Holder first  physically  surrenders  this Debenture to the Borrower,
whereupon  the Borrower will  forthwith  issue and deliver upon the order of the
Holder a new Debenture of like tenor,  registered as the Holder (upon payment by
the Holder of any applicable  transfer  taxes) may request,  representing in the
aggregate the remaining unpaid  principal  amount of this Debenture.  The Holder
and any assignee,  by acceptance of this Debenture,  acknowledge and agree that,
by reason of the provisions of this paragraph, following conversion of a portion
of this Debenture, the unpaid and unconverted principal amount of this Debenture
represented  by this  Debenture  may be less than the amount  stated on the face
hereof.

                  (C) PAYMENT OF TAXES.  The  Borrower  shall not be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issue and delivery of shares of Common Stock or other  securities or property on
conversion  of this  Debenture  in a name  other  than that of the Holder (or in
street  name),  and the  Borrower  shall not be required to issue or deliver any
such  shares or other  securities  or  property  unless  and until the person or
persons (other than the Holder or the custodian in whose street name such shares
are to be held for the Holder's  account)  requesting the issuance thereof shall
have paid to the Borrower  the amount of any such tax or shall have  established
to the satisfaction of the Borrower that such tax has been paid.

                  (D) DELIVERY OF COMMON STOCK UPON CONVERSION.  Upon receipt by
the Borrower from the Holder of a facsimile  transmission  (or other  reasonable
means of communication)  of a Notice of Conversion  meeting the requirements for
conversion as provided in this Section 1.4, the Borrower shall issue and deliver
or  cause  to be  issued  and  delivered  to or upon  the  order  of the  Holder
certificates  for the Common Stock issuable upon such conversion  within two (2)
business days after such receipt  (and,  solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Debenture) (such second
business day being hereinafter referred to as the "DEADLINE") in accordance with
the terms hereof and the Purchase Agreement (including,  without limitation,  in
accordance with the requirements of Section 2(g) of the Purchase  Agreement that
certificates for shares of Common Stock issued on or after the effective date of
the Registration  Statement upon conversion of this Debenture shall not bear any
restrictive legend).

                  (E)  OBLIGATION  OF BORROWER  TO DELIVER  COMMON  STOCK.  Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such  conversion,  the
outstanding  principal  amount and the amount of accrued and unpaid  interest on
this  Debenture  shall be reduced to reflect such  conversion,  and,  unless the
Borrower  defaults  on its  obligations  under this  Article I, all rights  with

                                       6
<PAGE>

respect to the portion of this  Debenture  being so  converted  shall  forthwith
terminate except the right to receive the Common Stock or other securities, cash
or other assets,  as herein provided,  on such  conversion.  If the Holder shall
have given a Notice of Conversion as provided herein, the Borrower's  obligation
to issue and deliver the  certificates  for Common  Stock shall be absolute  and
unconditional,  irrespective  of the  absence  of any  action  by the  Holder to
enforce the same,  any waiver or consent with respect to any provision  thereof,
the  recovery  of any  judgment  against any person or any action to enforce the
same,  any failure or delay in the  enforcement  of any other  obligation of the
Borrower  to the  holder of record,  or any  setoff,  counterclaim,  recoupment,
limitation or termination,  or any breach or alleged breach by the Holder of any
obligation to the Borrower,  and  irrespective of any other  circumstance  which
might  otherwise  limit  such  obligation  of  the  Borrower  to the  Holder  in
connection with such conversion.  The Conversion Date specified in the Notice of
Conversion  shall be the Conversion  Date so long as the Notice of Conversion is
received by the  Borrower  before 6:00 p.m.,  New York,  New York time,  on such
date.

                  (F) DELIVERY OF COMMON STOCK BY ELECTRONIC  TRANSFER.  In lieu
of delivering physical certificates  representing the Common Stock issuable upon
conversion,  provided the  Borrower's  transfer  agent is  participating  in the
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  ("FAST")
program,  upon  request  of the Holder and its  compliance  with the  provisions
contained in Section 1.1 and in this  Section  1.4,  the Borrower  shall use its
best efforts to cause its transfer agent to  electronically  transmit the Common
Stock  issuable  upon  conversion  to the  Holder by  crediting  the  account of
Holder's Prime Broker with DTC through its Deposit  Withdrawal  Agent Commission
("DWAC") system.

                  (G) FAILURE TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without
in any way  limiting  the Holder's  right to pursue  other  remedies,  including
actual damages and/or  equitable  relief,  the parties agree that if delivery of
the Common Stock issuable upon conversion of this Debenture is more than two (2)
days after the Deadline (other than a failure due to the circumstances described
in Section 1.3 above,  which  failure  shall be governed  by such  Section)  the
Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the
Deadline that the Borrower fails to deliver such Common Stock.  Such cash amount
shall be paid to Holder by the  fifth  day of the month  following  the month in
which it has accrued  or, at the option of the Holder (by written  notice to the
Borrower  by the  first  day of the  month  following  the month in which it has
accrued),  shall be added to the principal  amount of this  Debenture,  in which
event  interest  shall  accrue  thereon  in  accordance  with the  terms of this
Debenture and such additional  principal amount shall be convertible into Common
Stock in accordance with the terms of this Debenture.

            1.5 CONCERNING THE SHARES.  The shares of Common Stock issuable upon
conversion  of this  Debenture  may not be sold or  transferred  unless (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii) the  Borrower  or its  transfer  agent  shall have been  furnished  with an
opinion  of  counsel  (which  opinion  shall be in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions) to the effect that
the shares to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from such  registration  or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor  rule)  ("RULE  144") or (iv)
such shares are  transferred to an  "affiliate"  (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise  transfer the shares only in accordance

                                       7
<PAGE>

with this  Section  1.5 and who is an  Accredited  Investor  (as  defined in the
Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and
subject  to the  removal  provisions  set forth  below),  until such time as the
shares of Common Stock  issuable  upon  conversion of this  Debenture  have been
registered under the Act as contemplated by the Registration Rights Agreement or
otherwise  may be sold  pursuant to Rule 144 without any  restriction  as to the
number of securities as of a particular date that can then be immediately  sold,
each  certificate  for shares of Common Stock  issuable upon  conversion of this
Debenture that has not been so included in an effective  registration  statement
or that has not been sold pursuant to an effective  registration statement or an
exemption that permits removal of the legend,  shall bear a legend substantially
in the following form, as appropriate:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE
      SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE  SECURITIES  UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
      FORM,  SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
      TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD
      PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT."

            The legend set forth above shall be removed and the  Borrower  shall
issue to the Holder a new  certificate  therefor free of any transfer  legend if
(i) the  Borrower  or its  transfer  agent  shall  have  received  an opinion of
counsel,  in form,  substance  and scope  customary  for  opinions of counsel in
comparable  transactions,  to the effect  that a public sale or transfer of such
Common Stock may be made without  registration  under the Act and the shares are
so sold or  transferred,  (ii) such Holder provides the Borrower or its transfer
agent with reasonable  assurances that the Common Stock issuable upon conversion
of this  Debenture  (to the  extent  such  securities  are  deemed  to have been
acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case
of the Common Stock issuable upon conversion of this Debenture, such security is
registered  for sale by the Holder  under an  effective  registration  statement
filed under the Act or  otherwise  may be sold  pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately  sold.  Nothing in this Debenture  shall (i) limit the Borrower's
obligation under the Registration Rights Agreement or (ii) affect in any way the
Holder's obligations to comply with applicable  prospectus delivery requirements
upon the resale of the securities referred to herein.

            1.6 EFFECT OF CERTAIN EVENTS.

                  (A) EFFECT OF MERGER, CONSOLIDATION, ETC. At the option of the
Holder,  the sale,  conveyance or disposition of all or substantially all of the
assets of the Borrower,  the  effectuation  by the Borrower of a transaction  or
series of related transactions in which more than 50% of the voting power of the
Borrower  is  disposed  of,  or the  consolidation,  merger  or  other  business
combination  of the Borrower with or into any other Person (as defined below) or
Persons when the Borrower is not the survivor shall either:  (i) be deemed to be
an Event of Default (as defined in Article  III)  pursuant to which the Borrower
shall  be  required  to pay to the  Holder  upon  the  consummation  of and as a
condition to such  transaction an amount equal to the Default Amount (as defined

                                       8
<PAGE>

in Article III) or (ii) be treated  pursuant to Section 1.6(b) hereof.  "PERSON"
shall mean any individual,  corporation, limited liability company, partnership,
association, trust or other entity or organization.

                  (B) ADJUSTMENT DUE TO MERGER,  CONSOLIDATION,  ETC. If, at any
time when this  Debenture is issued and  outstanding  and prior to conversion of
all of the  Debentures,  there shall be any merger,  consolidation,  exchange of
shares, recapitalization, reorganization, or other similar event, as a result of
which shares of Common Stock of the Borrower shall be changed into the same or a
different number of shares of another class or classes of stock or securities of
the Borrower or another  entity,  or in case of any sale or conveyance of all or
substantially  all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower,  then the Holder of this Debenture
shall  thereafter  have the right to receive upon  conversion of this Debenture,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock  immediately  theretofore  issuable upon  conversion,
such stock,  securities  or assets which the Holder would have been  entitled to
receive  in  such   transaction  had  this  Debenture  been  converted  in  full
immediately  prior to such  transaction  (without  regard to any  limitations on
conversion set forth herein), and in any such case appropriate  provisions shall
be made with respect to the rights and interests of the Holder of this Debenture
to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon
conversion of the Debenture) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities or assets thereafter  deliverable upon
the conversion hereof.  The Borrower shall not effect any transaction  described
in this Section  1.6(b)  unless (a) it first gives,  to the extent  practicable,
thirty (30) days prior  written  notice (but in any event at least  fifteen (15)
days  prior  written  notice)  of the  record  date of the  special  meeting  of
stockholders  to approve,  or if there is no such record date, the  consummation
of,  such   merger,   consolidation,   exchange  of  shares,   recapitalization,
reorganization  or other similar event or sale of assets  (during which time the
Holder  shall be  entitled  to convert  this  Debenture)  and (b) the  resulting
successor  or  acquiring  entity  (if  not  the  Borrower)  assumes  by  written
instrument the obligations of this Section 1.6(b).  The above  provisions  shall
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

                  (C)  ADJUSTMENT  DUE TO  DISTRIBUTION.  If the Borrower  shall
declare or make any distribution of its assets (or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase,  by way of return of
capital or otherwise  (including any dividend or  distribution to the Borrower's
stockholders in cash or shares (or rights to acquire shares) of capital stock of
a subsidiary  (i.e.,  a spin-off)) (a  "DISTRIBUTION"),  then the Holder of this
Debenture  shall be entitled,  upon any conversion of this  Debenture  after the
date of record for determining  stockholders  entitled to such Distribution,  to
receive  the amount of such assets  which would have been  payable to the Holder
with respect to the shares of Common Stock  issuable  upon such  conversion  had
such Holder  been the holder of such  shares of Common  Stock on the record date
for the determination of stockholders entitled to such Distribution.

                  (D) ADJUSTMENT DUE TO DILUTIVE ISSUANCE.  If, at any time when
any Debentures are issued and  outstanding,  the Borrower issues or sells, or in
accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any
shares of Common Stock for no  consideration  or for a  consideration  per share
(before  deduction  of  reasonable   expenses  or  commissions  or  underwriting

                                       9
<PAGE>

discounts or allowances in connection  therewith) less than the Fixed Conversion
Price in effect on the date of such issuance (or deemed issuance) of such shares
of Common  Stock (a "DILUTIVE  ISSUANCE"),  then  immediately  upon the Dilutive
Issuance,  the Fixed  Conversion  Price  will be  reduced  to the  amount of the
consideration  per share  received by the  Borrower in such  Dilutive  Issuance;
provided that only one adjustment will be made for each Dilutive Issuance.

            The Borrower shall be deemed to have issued or sold shares of Common
Stock if the  Borrower in any manner  issues or grants any  warrants,  rights or
options, whether or not immediately exercisable, to subscribe for or to purchase
Common Stock or other  securities  convertible  into or exchangeable  for Common
Stock ("CONVERTIBLE  SECURITIES") (such warrants, rights and options to purchase
Common Stock or Convertible Securities are hereinafter referred to as "OPTIONS")
and the price per share for which Common Stock is issuable  upon the exercise of
such Options is less than the Fixed  Conversion  Price then in effect,  then the
Fixed  Conversion  Price shall be equal to such price per share. For purposes of
the preceding sentence,  the "price per share for which Common Stock is issuable
upon the  exercise of such  Options"  is  determined  by dividing  (i) the total
amount,  if any, received or receivable by the Borrower as consideration for the
issuance or granting of all such Options,  plus the minimum  aggregate amount of
additional  consideration,  if any, payable to the Borrower upon the exercise of
all such Options,  plus, in the case of Convertible Securities issuable upon the
exercise  of  such  Options,   the  minimum   aggregate   amount  of  additional
consideration  payable upon the conversion or exchange  thereof at the time such
Convertible  Securities first become  convertible or  exchangeable,  by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such  Options   (assuming  full   conversion  of  Convertible   Securities,   if
applicable). No further adjustment to the Conversion Price will be made upon the
actual  issuance of such Common  Stock upon the exercise of such Options or upon
the conversion or exchange of Convertible  Securities  issuable upon exercise of
such Options.

            Additionally,  the  Borrower  shall be deemed to have issued or sold
shares  of  Common  Stock if the  Borrower  in any  manner  issues  or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options), and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than the
Fixed Conversion Price then in effect,  then the Fixed Conversion Price shall be
equal to such price per share. For the purposes of the preceding  sentence,  the
"price per share for which  Common  Stock is issuable  upon such  conversion  or
exchange" is determined by dividing (i) the total  amount,  if any,  received or
receivable by the Borrower as consideration for the issuance or sale of all such
Convertible  Securities,   plus  the  minimum  aggregate  amount  of  additional
consideration,  if any,  payable to the Borrower upon the conversion or exchange
thereof at the time such  Convertible  Securities  first become  convertible  or
exchangeable,  by (ii) the  maximum  total  number of  shares  of  Common  Stock
issuable upon the conversion or exchange of all such Convertible Securities.  No
further  adjustment to the Fixed  Conversion  Price will be made upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  Convertible
Securities.

                  (E) PURCHASE  RIGHTS.  If, at any time when any Debentures are
issued and outstanding, the Borrower issues any convertible securities or rights
to  purchase  stock,  warrants,  securities  or other  property  (the  "PURCHASE
RIGHTS") pro rata to the record  holders of any class of Common Stock,  then the

                                       10
<PAGE>

Holder of this Debenture will be entitled to acquire,  upon the terms applicable
to such Purchase Rights,  the aggregate  Purchase Rights which such Holder could
have  acquired  if such  Holder  had held the  number of shares of Common  Stock
acquirable  upon complete  conversion of this Debenture  (without  regard to any
limitations on conversion contained herein) immediately before the date on which
a record is taken for the grant, issuance or sale of such Purchase Rights or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

                  (F)  NOTICE  OF  ADJUSTMENTS.  Upon  the  occurrence  of  each
adjustment or  readjustment  of the  Conversion  Price as a result of the events
described  in this Section 1.6, the  Borrower,  at its expense,  shall  promptly
compute such adjustment or readjustment and prepare and furnish to the Holder of
a certificate  setting  forth such  adjustment  or  readjustment  and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
Borrower shall,  upon the written request at any time of the Holder,  furnish to
such  Holder  a  like   certificate   setting  forth  (i)  such   adjustment  or
readjustment,  (ii) the  Conversion  Price at the time in  effect  and (iii) the
number of shares of Common Stock and the amount,  if any, of other securities or
property which at the time would be received upon conversion of the Debenture.

            1.7 TRADING MARKET  LIMITATIONS.  Unless permitted by the applicable
rules and  regulations  of the principal  securities  market on which the Common
Stock is then  listed or  traded,  in no event  shall the  Borrower  issue  upon
conversion of or otherwise  pursuant to this Debenture and the other  Debentures
issued pursuant to the Purchase Agreement more than the maximum number of shares
of  Common  Stock  that  the  Borrower  can  issue  pursuant  to any rule of the
principal  United  States  securities  market on which the Common  Stock is then
traded (the  "MAXIMUM  SHARE  AMOUNT").  Once the Maximum  Share Amount has been
issued (the date of which is hereinafter  referred to as the "MAXIMUM CONVERSION
DATE"), if the Borrower fails to eliminate any prohibitions under applicable law
or the rules or regulations of any stock exchange,  interdealer quotation system
or other self-regulatory organization with jurisdiction over the Borrower or any
of its securities on the  Borrower's  ability to issue shares of Common Stock in
excess of the Maximum Share Amount (a "TRADING  MARKET  PREPAYMENT  EVENT"),  in
lieu of any further right to convert this Debenture, and in full satisfaction of
the Borrower's  obligations under this Debenture,  the Borrower shall pay to the
Holder,  within fifteen (15) business days of the Maximum  Conversion  Date (the
"TRADING MARKET PREPAYMENT  DATE"), an amount equal to 130% times the sum of (a)
the then outstanding  principal amount of this Debenture  immediately  following
the Maximum  Conversion Date, plus (b) accrued and unpaid interest on the unpaid
principal  amount of this Debenture to the Trading Market  Prepayment Date, plus
(c) Default  Interest,  if any, on the amounts  referred to in clause (a) and/or
(b)  above,  plus (d) any  optional  amounts  that may be added  thereto  at the
Maximum  Conversion  Date by the Holder in accordance with the terms hereof (the
then outstanding  principal amount of this Debenture  immediately  following the
Maximum  Conversion  Date, plus the amounts  referred to in clauses (b), (c) and
(d) above  shall  collectively  be  referred  to as the  "REMAINING  CONVERTIBLE
AMOUNT").  With respect to each Holder of  Debentures,  the Maximum Share Amount
shall refer to such  Holder's pro rata share  thereof  determined  in accordance
with Section 4.8 below. In the event that the sum of (x) the aggregate number of
shares of Common Stock issued upon  conversion  of this  Debenture and the other
Debentures  issued  pursuant to the Purchase  Agreement  plus (y) the  aggregate
number of shares of Common Stock that remain  issuable  upon  conversion of this

                                       11
<PAGE>

Debenture and the other  Debentures  issued pursuant to the Purchase  Agreement,
represents at least one hundred  percent (100%) of the Maximum Share Amount (the
"TRIGGERING  EVENT"),  the Borrower will use its best efforts to seek and obtain
Stockholder  Approval  (or obtain  such other  relief as will allow  conversions
hereunder  in  excess  of the  Maximum  Share  Amount)  as soon  as  practicable
following the Triggering  Event and before the Maximum  Conversion Date. As used
herein,  "STOCKHOLDER  Approval"  means  approval  by  the  stockholders  of the
Borrower to authorize  the issuance of the full number of shares of Common Stock
which would be issuable upon full conversion of the then outstanding  Debentures
but for the Maximum Share Amount.

            1.8 STATUS AS STOCKHOLDER. Upon submission of a Notice of Conversion
by a Holder,  (i) the shares  covered  thereby  (other than the shares,  if any,
which  cannot be issued  because  their  issuance  would  exceed  such  Holder's
allocated  portion of the  Reserved  Amount or Maximum  Share  Amount)  shall be
deemed  converted into shares of Common Stock and (ii) the Holder's  rights as a
Holder of such converted  portion of this  Debenture  shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies  provided herein or otherwise  available at law or in equity
to such Holder  because of a failure by the Borrower to comply with the terms of
this  Debenture.  Notwithstanding  the  foregoing,  if a Holder has not received
certificates  for all shares of Common Stock prior to the tenth (10th)  business
day after the  expiration  of the Deadline  with respect to a conversion  of any
portion of this  Debenture  for any reason,  then  (unless the Holder  otherwise
elects to retain  its  status as a holder of Common  Stock by so  notifying  the
Borrower) the Holder shall regain the rights of a Holder of this  Debenture with
respect to such  unconverted  portions of this Debenture and the Borrower shall,
as soon as practicable,  return such unconverted  Debenture to the Holder or, if
the Debenture has not been surrendered,  adjust its records to reflect that such
portion of this Debenture has not been converted. In all cases, the Holder shall
retain all of its rights and remedies  (including,  without limitation,  (i) the
right to receive  Conversion  Default  Payments  pursuant  to Section 1.3 to the
extent  required  thereby  for  such  Conversion   Default  and  any  subsequent
Conversion  Default and (ii) the right to have the Conversion Price with respect
to subsequent  conversions  determined  in accordance  with Section 1.3) for the
Borrower's failure to convert this Debenture.


                         ARTICLE II. CERTAIN COVENANTS

            2.1  DISTRIBUTIONS  ON CAPITAL STOCK.  So long as the Borrower shall
have any  obligation  under this  Debenture,  the Borrower shall not without the
Holder's  written  consent (a) pay,  declare or set apart for such payment,  any
dividend or other distribution  (whether in cash,  property or other securities)
on shares of capital stock other than dividends on shares of Common Stock solely
in the form of  additional  shares of Common Stock or (b) directly or indirectly
or through any subsidiary  make any other payment or  distribution in respect of
its capital stock except for distributions  pursuant to any shareholders' rights
plan which is approved by a majority of the Borrower's disinterested directors.

            2.2 RESTRICTION ON STOCK REPURCHASES.  So long as the Borrower shall
have any  obligation  under this  Debenture,  the Borrower shall not without the
Holder's  written consent redeem,  repurchase or otherwise  acquire (whether for
cash or in exchange for property or other  securities  or  otherwise) in any one

                                       12
<PAGE>

transaction or series of related transactions any shares of capital stock of the
Borrower  or any  warrants,  rights or options to  purchase  or acquire any such
shares.

            2.3  BORROWINGS.  So long as the Borrower  shall have any obligation
under this  Debenture,  the Borrower  shall not,  without the  Holder's  written
consent,  create,  incur,  assume or suffer to exist any  liability for borrowed
money, except (a) borrowings in existence or committed on the date hereof and of
which the Borrower has informed Holder in writing prior to the date hereof,  (b)
indebtedness  to trade  creditors  or  financial  institutions  incurred  in the
ordinary  course of business or (c)  borrowings,  the proceeds of which shall be
used to repay this Debenture.

            2.4  SALE  OF  ASSETS.  So  long  as the  Borrower  shall  have  any
obligation  under this Debenture,  the Borrower shall not,  without the Holder's
written consent,  sell, lease or otherwise dispose of any significant portion of
its  assets  outside  the  ordinary  course  of  business.  Any  consent  to the
disposition  of any assets may be conditioned on a specified use of the proceeds
of disposition.

            2.5  ADVANCES  AND  LOANS.  So long as the  Borrower  shall have any
obligation  under this Debenture,  the Borrower shall not,  without the Holder's
written consent,  lend money, give credit or make advances to any person,  firm,
joint  venture  or  corporation,   including,   without  limitation,   officers,
directors, employees, subsidiaries and affiliates of the Borrower, except loans,
credits or advances  (a) in  existence or committed on the date hereof and which
the Borrower has informed  Holder in writing prior to the date hereof,  (b) made
in the ordinary course of business or (c) not in excess of $50,000.

            2.6 CONTINGENT  LIABILITIES.  So long as the Borrower shall have any
obligation  under this Debenture,  the Borrower shall not,  without the Holder's
written consent, assume, guarantee,  endorse,  contingently agree to purchase or
otherwise  become liable upon the obligation of any person,  firm,  partnership,
joint  venture  or   corporation,   except  by  the  endorsement  of  negotiable
instruments  for  deposit  or  collection  and except  assumptions,  guarantees,
endorsements and  contingencies (a) in existence or committed on the date hereof
and which the Borrower has informed  Holder in writing prior to the date hereof,
and (b) similar transactions in the ordinary course of business.


                         ARTICLE III. EVENTS OF DEFAULT

            If any of the  following  events  of  default  (each,  an  "EVENT OF
DEFAULT") shall occur:

            3.1 FAILURE TO PAY PRINCIPAL OR INTEREST.  The Borrower fails to pay
the principal hereof or interest thereon when due on this Debenture,  whether at
maturity,  upon a Trading Market  Prepayment Event pursuant to Section 1.7, upon
acceleration or otherwise;

            3.2 CONVERSION AND THE SHARES. The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance  with the terms of this Debenture (for a period of at least

                                       13
<PAGE>

sixty (60)  days,  if such  failure  is solely as a result of the  circumstances
governed by Section 1.3 and the  Borrower is using its best efforts to authorize
a sufficient number of shares of Common Stock as soon as practicable),  fails to
transfer  or  cause  its  transfer  agent  to  transfer  (electronically  or  in
certificated  form) any  certificate  for shares of Common  Stock  issued to the
Holder upon  conversion of or otherwise  pursuant to this  Debenture as and when
required by this Debenture or the  Registration  Rights  Agreement,  or fails to
remove any restrictive legend (or to withdraw any stop transfer  instructions in
respect thereof) on any certificate for any shares of Common Stock issued to the
Holder upon  conversion of or otherwise  pursuant to this  Debenture as and when
required by this Debenture or the  Registration  Rights  Agreement (or makes any
announcement,  statement  or  threat  that it  does  not  intend  to  honor  the
obligations  described in this  paragraph)  and any such failure shall  continue
uncured (or any  announcement,  statement or threat not to honor its obligations
shall not be rescinded  in writing)  for ten (10) days after the Borrower  shall
have been notified thereof in writing by the Holder;

            3.3 FAILURE TO TIMELY FILE REGISTRATION OR EFFECT REGISTRATION.  The
Borrower  fails to file the  Registration  Statement  within  thirty  (30)  days
following the Filing Date (as defined in the Registration  Rights  Agreement) or
obtain  effectiveness  with  the  Securities  and  Exchange  Commission  of  the
Registration  Statement  within one hundred five (105) days following the Filing
Date or such Registration  Statement lapses in effect (or sales cannot otherwise
be made  thereunder  effective,  whether by reason of the Borrower's  failure to
amend or supplement  the  prospectus  included  therein in  accordance  with the
Registration   Rights   Agreement  or  otherwise)  for  more  than  twenty  (20)
consecutive  days or forty  (40)  days in any  twelve  month  period  after  the
Registration Statement becomes effective;

            3.4 BREACH OF COVENANTS. The Borrower breaches any material covenant
or other  material  term or condition  contained in Sections  1.3, 1.6 or 1.7 of
this  Debenture,  or Sections 4(c),  4(e),  4(h),  4(i),  4(j), 4(l) or 5 of the
Purchase Agreement and such breach continues for a period of ten (10) days after
written notice thereof to the Borrower from the Holder;

            3.5 BREACH OF REPRESENTATIONS AND WARRANTIES.  Any representation or
warranty  of  the  Borrower  made  herein  or in  any  agreement,  statement  or
certificate  given  in  writing  pursuant  hereto  or  in  connection   herewith
(including,  without  limitation,  the Purchase  Agreement and the  Registration
Rights  Agreement),  shall be false or misleading  in any material  respect when
made and the  breach of which  has (or with the  passage  of time  will  have) a
material  adverse  effect  on the  rights of the  Holder  with  respect  to this
Debenture, the Purchase Agreement or the Registration Rights Agreement;

            3.6  RECEIVER OR TRUSTEE.  The  Borrower  or any  subsidiary  of the
Borrower shall make an assignment for the benefit of creditors,  or apply for or
consent to the  appointment of a receiver or trustee for it or for a substantial
part of its property or business,  or such a receiver or trustee shall otherwise
be appointed;

            3.7 JUDGMENTS.  Any money judgment, writ or similar process shall be
entered or filed  against the Borrower or any  subsidiary of the Borrower or any
of its  property  or other  assets  for more  than  $50,000,  and  shall  remain
unvacated,  unbonded  or  unstayed  for a period  of  twenty  (20)  days  unless
otherwise  consented to by the Holder,  which  consent will not be  unreasonably
withheld;

                                       14
<PAGE>

            3.8   BANKRUPTCY.   Bankruptcy,   insolvency,    reorganization   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
Borrower or any subsidiary of the Borrower;

            3.9 DELISTING OF COMMON STOCK.  The Borrower  shall fail to maintain
the  listing  of the  Common  Stock on at least  one of the  OTCBB,  the  Nasdaq
National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the
American Stock Exchange; or

            3.10  DEFAULT  UNDER  OTHER  DEBENTURES.  An  Event of  Default  has
occurred and is continuing under any of the other Debentures  issued pursuant to
the Purchase Agreement, then, upon the occurrence and during the continuation of
any Event of Default  specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or
3.10,  at the option of the  Holders of a majority  of the  aggregate  principal
amount of the outstanding  Debentures issued pursuant to the Purchase  Agreement
exercisable  through  the  delivery  of written  notice to the  Borrower by such
Holders (the "DEFAULT  NOTICE"),  and upon the occurrence of an Event of Default
specified in Section 3.6 or 3.8, the Debentures shall become immediately due and
payable and the Borrower shall pay to the Holder,  in full  satisfaction  of its
obligations hereunder,  an amount equal to the greater of (i) 130% times the sum
of (w) the then outstanding  principal amount of this Debenture plus (x) accrued
and unpaid interest on the unpaid principal amount of this Debenture to the date
of payment (the "MANDATORY  PREPAYMENT DATE") plus (y) Default Interest, if any,
on the amounts  referred to in clauses (w) and/or (x) plus (z) any amounts  owed
to the Holder  pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section
2(c) of the Registration Rights Agreement (the then outstanding principal amount
of this Debenture to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall  collectively  be known as the "DEFAULT SUM") or (ii) the
"parity  value" of the Default Sum to be prepaid,  where  parity value means (a)
the highest  number of shares of Common Stock  issuable  upon  conversion  of or
otherwise  pursuant to such Default Sum in  accordance  with Article I, treating
the Trading Day  immediately  preceding  the  Mandatory  Prepayment  Date as the
"Conversion Date" for purposes of determining the lowest  applicable  Conversion
Price,  unless the Default  Event arises as a result of a breach in respect of a
specific  Conversion  Date in  which  case  such  Conversion  Date  shall be the
Conversion  Date),  multiplied  by (b) the highest  Closing Price for the Common
Stock during the period  beginning on the date of first  occurrence of the Event
of  Default  and  ending  one day prior to the  Mandatory  Prepayment  Date (the
"DEFAULT  AMOUNT") and all other amounts  payable  hereunder  shall  immediately
become due and payable, all without demand,  presentment or notice, all of which
hereby  are  expressly  waived,  together  with all  costs,  including,  without
limitation,  legal fees and  expenses,  of  collection,  and the Holder shall be
entitled  to  exercise  all other  rights and  remedies  available  at law or in
equity. If the Borrower fails to pay the Default Amount within five (5) business
days of written  notice  that such  amount is due and  payable,  then the Holder
shall  have the right at any time,  so long as the  Borrower  remains in default
(and so long and to the extent that there are sufficient  authorized shares), to
require the Borrower,  upon written notice, to immediately issue, in lieu of the
Default  Amount,  the number of shares of Common Stock of the Borrower  equal to
the Default Amount divided by the Conversion Price then in effect.

                                       15
<PAGE>

                           ARTICLE IV. MISCELLANEOUS

            4.1 FAILURE OR  INDULGENCE  NOT  WAIVER.  No failure or delay on the
part of the Holder in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privileges.  All  rights and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

            4.2  NOTICES.  Any notice  herein  required or permitted to be given
shall be in writing and may be personally served or delivered by courier or sent
by United  States  mail and shall be deemed to have been given  upon  receipt if
personally served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after  being  deposited  in the United  States
mail, certified,  with postage pre-paid and properly addressed, if sent by mail.
For the  purposes  hereof,  the  address of the Holder  shall be as shown on the
records  of the  Borrower;  and the  address  of the  Borrower  shall be 4333 S.
Tamiami  Trail,  Suite E,  Sarasota,  Florida  34231,  facsimile  number:  (941)
929-1476. Both the Holder and the Borrower may change the address for service by
service of written notice to the other as herein provided.

            4.3 AMENDMENTS.  This Debenture and any provision hereof may only be
amended by an instrument in writing  signed by the Borrower and the Holder.  The
term "Debenture" and all reference thereto,  as used throughout this instrument,
shall mean this  instrument  (and the other  Debentures  issued  pursuant to the
Purchase Agreement) as originally executed, or if later amended or supplemented,
then as so amended or supplemented.

            4.4 ASSIGNABILITY. This Debenture shall be binding upon the Borrower
and its successors and assigns,  and shall inure to be the benefit of the Holder
and its  successors  and assigns.  Each  transferee of this Debenture must be an
"accredited   investor"   (as   defined  in  Rule   501(a)  of  the  1933  Act).
Notwithstanding  anything in this Debenture to the contrary,  this Debenture may
be pledged as collateral in connection  with a bona fide margin account or other
lending arrangement.

            4.5 COST OF  COLLECTION.  If default is made in the  payment of this
Debenture,  the  Borrower  shall  pay the  Holder  hereof  costs of  collection,
including reasonable attorneys' fees.

            4.6 GOVERNING LAW. THIS DEBENTURE SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE  PRINCIPLES  OF  CONFLICT OF LAWS.  THE  BORROWER  HEREBY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO ANY  DISPUTE  ARISING  UNDER  THIS  DEBENTURE,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE

                                       16
<PAGE>

THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  DEBENTURE  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

            4.7  CERTAIN  AMOUNTS.  Whenever  pursuant  to  this  Debenture  the
Borrower  is required  to pay an amount in excess of the  outstanding  principal
amount (or the portion  thereof  required to be paid at that time) plus  accrued
and unpaid interest plus Default Interest on such interest, the Borrower and the
Holder  agree that the actual  damages  to the Holder  from the  receipt of cash
payment on this  Debenture may be difficult to determine and the amount to be so
paid by the  Borrower  represents  stipulated  damages  and not a penalty and is
intended to compensate the Holder in part for loss of the opportunity to convert
this  Debenture  and to earn a return  from the sale of shares  of Common  Stock
acquired  upon  conversion  of this  Debenture at a price in excess of the price
paid for such shares  pursuant to this  Debenture.  The  Borrower and the Holder
hereby   agree  that  such   amount  of   stipulated   damages  is  not  plainly
disproportionate  to the possible  loss to the Holder from the receipt of a cash
payment  without the opportunity to convert this Debenture into shares of Common
Stock.

            4.8  ALLOCATIONS  OF MAXIMUM SHARE AMOUNT AND RESERVED  AMOUNT.  The
Maximum  Share Amount and Reserved  Amount shall be allocated pro rata among the
Holders of Debentures based on the principal amount of such Debentures issued to
each Holder. Each increase to the Maximum Share Amount and Reserved Amount shall
be allocated  pro rata among the Holders of  Debentures  based on the  principal
amount of such Debentures held by each Holder at the time of the increase in the
Maximum  Share  Amount or Reserved  Amount.  In the event a Holder shall sell or
otherwise  transfer any of such Holder's  Debentures,  each transferee  shall be
allocated  a pro rata  portion of such  transferor's  Maximum  Share  Amount and
Reserved  Amount.  Any portion of the Maximum  Share  Amount or Reserved  Amount
which  remains  allocated  to any  person  or  entity  which  does  not hold any
Debentures shall be allocated to the remaining  Holders of Debentures,  pro rata
based on the principal amount of such Debentures then held by such Holders.

            4.9 DAMAGES SHARES.  The shares of Common Stock that may be issuable
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof and pursuant to Section
2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall be treated as
Common Stock issuable upon  conversion of this Debenture for all purposes hereof
and shall be subject to all of the limitations and afforded all of the rights of
the  other  shares  of  Common  Stock  issuable  hereunder,   including  without
limitation,  the  right  to be  included  in the  Registration  Statement  filed
pursuant to the  Registration  Rights  Agreement.  For  purposes of  calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided herein,  amounts  convertible  into Damages Shares ("DAMAGES  AMOUNTS")
shall not bear  interest but must be converted  prior to the  conversion  of any
outstanding  principal amount hereof,  until the outstanding  Damages Amounts is
zero.

                                       17
<PAGE>

            4.10 DENOMINATIONS.  At the request of the Holder, upon surrender of
this  Debenture,  the  Borrower  shall  promptly  issue  new  Debentures  in the
aggregate  outstanding  principal  amount  hereof,  in the form hereof,  in such
denominations of at least $50,000 as the Holder shall request.

            4.11 PURCHASE AGREEMENT.  By its acceptance of this Debenture,  each
Holder agrees to be bound by the applicable terms of the Purchase Agreement.

            4.12 NOTICE OF CORPORATE EVENTS. Except as otherwise provided below,
the Holder of this  Debenture  shall have no rights as a Holder of Common  Stock
unless and only to the extent that it converts this Debenture into Common Stock.
The Borrower shall provide the Holder with prior  notification of any meeting of
the Borrower's stockholders (and copies of proxy materials and other information
sent to stockholders). In the event of any taking by the Borrower of a record of
its stockholders for the purpose of determining stockholders who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire  (including by way of merger,  consolidation,
reclassification  or  recapitalization)  any  share of any  class  or any  other
securities  or property,  or to receive any other  right,  or for the purpose of
determining  stockholders  who  are  entitled  to vote in  connection  with  any
proposed sale, lease or conveyance of all or substantially  all of the assets of
the  Borrower  or any  proposed  liquidation,  dissolution  or winding up of the
Borrower,  the Borrower shall mail a notice to the Holder,  at least twenty (20)
days prior to the record  date  specified  therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution,  right or other event, and a brief statement  regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public  announcement  of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to the Holder in  accordance  with the terms of this  Section
4.12.

            4.13 REMEDIES.  The Borrower acknowledges that a breach by it of its
obligations  hereunder will cause  irreparable harm to the Holder,  by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Borrower  acknowledges  that the  remedy at law for a breach of its  obligations
under this Debenture will be inadequate and agrees,  in the event of a breach or
threatened breach by the Borrower of the provisions of this Debenture,  that the
Holder shall be entitled,  in addition to all other available remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Debenture
and to  enforce  specifically  the terms and  provisions  thereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.

                                       18
<PAGE>

                             ARTICLE V. CALL OPTION

            5.1 CALL OPTION.  Notwithstanding anything to the contrary contained
in this  Article  V, so  long as (i) no  Event  of  Default  or  Trading  Market
Prepayment Event shall have occurred and be continuing,  (ii) the Borrower has a
sufficient  number of  authorized  shares of Common Stock  reserved for issuance
upon full  conversion of the Debentures and (iii) the Common Stock trading at or
below $.005 or less,  then at any time after the Issue Date,  the Borrower shall
have the right, exercisable on not less than ten (10) Trading Days prior written
notice to the  Holders of the  Debentures  (which  notice may not be sent to the
Holders  of the  Debentures  until the  Borrower  is  permitted  to  prepay  the
Debentures  pursuant  to this  Section  5.1),  to prepay all of the  outstanding
Debentures  in  accordance  with this  Section  5.1.  Any  notice of  prepayment
hereunder  (an "OPTIONAL  PREPAYMENT")  shall be delivered to the Holders of the
Debentures at their registered  addresses  appearing on the books and records of
the Borrower and shall state (1) that the  Borrower is  exercising  its right to
prepay  all of the  Debentures  issued  on the  Issue  Date  and (2) the date of
prepayment (the "OPTIONAL PREPAYMENT NOTICE").  On the date fixed for prepayment
(the  "OPTIONAL  PREPAYMENT  DATE"),  the  Borrower  shall  make  payment of the
Optional  Prepayment  Amount  (as  defined  below)  to or upon the  order of the
Holders as  specified by the Holders in writing to the Borrower at least one (1)
business day prior to the Optional  Prepayment  Date. If the Borrower  exercises
its right to prepay the  Debentures,  the  Borrower  shall  make  payment to the
holders of an amount in cash (the  "OPTIONAL  PREPAYMENT  AMOUNT")  equal to (i)
130% for the first  sixty  (60)  days  following  the  Issue  Date and (ii) 150%
thereafter,  multiplied by the sum of (w) the then outstanding  principal amount
of this Debenture plus (x) accrued and unpaid  interest on the unpaid  principal
amount of this  Debenture  to the  Optional  Prepayment  Date  plus (y)  Default
Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any
amounts  owed to the  Holder  pursuant  to  Sections  1.3 and  1.4(g)  hereof or
pursuant  to  Section  2(c)  of the  Registration  Rights  Agreement  (the  then
outstanding  principal  amount of this Debenture to the date of payment plus the
amounts  referred to in clauses (x), (y) and (z) shall  collectively be known as
the  "OPTIONAL   PREPAYMENT  SUM").   Notwithstanding   notice  of  an  Optional
Prepayment, the Holders shall at all times prior to the Optional Prepayment Date
maintain the right to convert all or any portion of the Debentures in accordance
with Article I and any portion of  Debentures  so converted  after receipt of an
Optional  Prepayment Notice and prior to the Optional  Prepayment Date set forth
in such notice and payment of the aggregate Optional  Prepayment Amount shall be
deducted from the principal amount of Debentures which are otherwise  subject to
prepayment  pursuant  to such  notice.  If the  Borrower  delivers  an  Optional
Prepayment  Notice and fails to pay the  Optional  Prepayment  Amount due to the
Holders of the  Debentures  within two (2) business days  following the Optional
Prepayment  Date,  the Borrower  shall  forever  forfeit its right to redeem the
Debentures pursuant to this Section 5.1.






                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       19
<PAGE>

            IN WITNESS WHEREOF,  Borrower has caused this Debenture to be signed
in its name by its duly authorized officer this 30th day of April, 2004.


                                         CENTRAL WIRELESS, INC.


                                         By:   /s/ Kenneth W. Brand
                                              ----------------------------------
                                              Kenneth W. Brand
                                              Chief Executive Officer

                                       20
<PAGE>

                                                                       EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                      in order to Convert the Debentures)

            The undersigned  hereby  irrevocably  elects to convert  $__________
principal  amount of the Debenture  (defined below) into shares of common stock,
par value $.001 per share ("COMMON STOCK"),  of Central  Wireless,  Inc., a Utah
corporation  (the  "BORROWER")  according to the  conditions of the  convertible
debentures of the Borrower dated as of April 30, 2004 (the "Debentures"),  as of
the date written  below.  If securities are to be issued in the name of a person
other than the undersigned,  the undersigned will pay all transfer taxes payable
with respect thereto and is delivering  herewith such certificates.  No fee will
be charged to the Holder for any conversion,  except for transfer taxes, if any.
A copy of each  Debenture  is attached  hereto (or  evidence  of loss,  theft or
destruction thereof).

            The Borrower shall electronically transmit the Common Stock issuable
pursuant to this Notice of Conversion to the account of the  undersigned  or its
nominee with DTC through its Deposit  Withdrawal Agent Commission system ( "DWAC
TRANSFER").

         Name of DTC Prime Broker:
                                  ----------------------------------------------
         Account Number:
                        --------------------------------------------------------

            In lieu of  receiving  shares of Common Stock  issuable  pursuant to
this Notice of  Conversion by way of a DWAC  Transfer,  the  undersigned  hereby
requests that the Borrower issue a certificate or certificates for the number of
shares of Common Stock set forth below (which  numbers are based on the Holder's
calculation  attached hereto) in the name(s) specified  immediately below or, if
additional space is necessary, on an attachment hereto:

         Name:
              ------------------------------------------------------------------
         Address:
                 ---------------------------------------------------------------

            The undersigned represents and warrants that all offers and sales by
the undersigned of the securities issuable to the undersigned upon conversion of
the Debentures  shall be made pursuant to registration  of the securities  under
the Securities Act of 1933, as amended (the "ACT"),  or pursuant to an exemption
from registration under the Act.

                    Date of Conversion:
                                       -----------------------------------------
                    Applicable Conversion Price:
                                                --------------------------------
                    Number of Shares of Common Stock to be Issued Pursuant to
                    Conversion of the Debentures:
                                                 -------------------------------
                    Signature:
                              --------------------------------------------------
                    Name:
                         -------------------------------------------------------
                    Address:
                            ----------------------------------------------------

            The  Borrower  shall issue and deliver  shares of Common Stock to an
overnight  courier not later than three business days  following  receipt of the
original  Debenture(s) to be converted,  and shall make payments pursuant to the
Debentures for the number of business days such issuance and delivery is late.

                                      A-1