<PAGE>
EXHIBIT 10.10


THIS NOTE AND THE SECURITIES  INTO WHICH THIS NOTE IS CONVERTIBLE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER  JURISDICTION.  THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED,  SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES
LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


                           CONVERTIBLE PROMISSORY NOTE
                          -----------------------------
Date: March 26, 2003                                                    $400,000


         FOR  VALUE  RECEIVED,  SPEEDCOM  WIRELESS  CORPORATION,  a  corporation
organized  under  the laws of the  State of  Delaware  (hereinafter  called  the
"Borrower" or the "Corporation"),  hereby promises to pay to the order of P-COM,
INC., a corporation  organized  under the laws of the State of Delaware,  or its
registered  assigns  (individually,  the  "Holder",  and  collectively  with the
holders of all other notes of same like and tenor,  the  "Holders"),  the sum of
Four  Hundred  Thousand  Dollars  ($400,000)  on March 26, 2005 (the  "Scheduled
Maturity Date"), and to pay interest on the unpaid principal balance hereof at a
rate  determined  as  follows:  (a) during the period  from the date hereof (the
"Issue Date") until September 26, 2003, interest shall accrue at the rate of ten
percent (10%) per annum,  and (b) thereafter,  interest shall accrue at the rate
of thirteen percent (13%) per annum (in each case, except as otherwise  provided
herein).  Interest shall accrue on the unpaid principal  balance hereof from the
Issue Date  until the same is paid,  whether at  maturity,  or upon  prepayment,
repayment,  or otherwise.  Interest shall be calculated based on a 365 day year.
The principal amount hereof,  together with all accrued interest thereon,  shall
be due and payable on the Scheduled Maturity Date. All payments of principal and
interest (to the extent not converted in accordance with the terms hereof) shall
be made in, and all references herein to monetary  denominations shall refer to,
lawful money of the United States of America. All payments shall be made at such
address as the Holder shall have given or shall  hereafter  give to the Borrower
by written notice made in accordance with the provisions of this Note.

         The term "Note" and all references  thereto,  as used  throughout  this
instrument,  shall mean this  instrument  as  originally  executed,  or if later
amended or supplemented,  then as so amended or  supplemented.  This Note may be
issued by the  Borrower  along with  similar  convertible  notes  designated  as
Convertible  Secured Promissory Notes (the "Other Notes" and, together with this
Note, the "Notes") pursuant to that certain Note Purchase Agreement, dated as of
the date hereof,  between the Borrower  and the  signatories  thereto (the "Note
Purchase  Agreement").  The  Notes  and  the  Note  Purchase  Agreement  and the
Registration Rights Agreement, dated as of the date hereof, between the Borrower
and the parties thereto (the  "Registration  Rights Agreement") are collectively
referred to herein as the "Transaction Documents."


<PAGE>

                                   ARTICLE I

                                   PREPAYMENT

         A. Mandatory Prepayment. Upon the occurrence of an Event of Default (as
defined  below),  this Note shall be prepaid by the Borrower in accordance  with
the provisions of Article V hereof.

         B. No Prepayment  Without Consent.  This Note may not be prepaid at the
option of Borrower without the prior written consent of the Holder.


                                   ARTICLE II

                               CERTAIN DEFINITIONS

         The following terms shall have the following meanings:

         A.  "Closing Bid Price"  means,  for any  security as of any date,  the
closing bid price of such  security on the principal  United  States  securities
exchange or trading  market where such  security is listed or traded as reported
by Bloomberg  Financial  Markets (or a comparable  reporting service of national
reputation  selected by the Corporation and reasonably  acceptable to the Holder
if Bloomberg  Financial Markets is not then reporting closing bid prices of such
security) (in any case,  "Bloomberg"),  or if the foregoing does not apply,  the
last  reported  bid  price  of such  security  in the OTC  Bulletin  Board  (the
"Bulletin  Board") for such  security as  reported by  Bloomberg,  or, if no bid
price is reported for such security by Bloomberg,  the average of the bid prices
of any market  makers for such  security as reported in the "pink sheets" by the
Pink  Sheets  LLC, in each case for such date or, if such date was not a trading
date for such security,  on the next preceding date which was a trading date. If
the Closing Bid Price  cannot be  calculated  for such  security as of either of
such dates on any of the foregoing bases, the Closing Bid Price of such security
on such date  shall be the fair  market  value as  reasonably  determined  by an
investment banking firm selected by the Corporation and reasonably acceptable to
the Holder, with the costs of such appraisal to be borne by the Corporation.

         B. "Common Stock" means the common stock of the Corporation,  par value
$0.001 per share.

         C. "Common Stock Equivalent" means (A) any security  convertible,  with
or without  consideration,  into any Common Stock (including any option, warrant
or other right to subscribe for or purchase  such a security),  (B) any security
carrying  any option,  warrant or other right to  subscribe  for or purchase any
Common Stock, or (C) any such option, warrant or other right.
                                      -2-
<PAGE>

         D. "Conversion  Amount" means the portion of the outstanding  principal
amount of this Note,  together with all accrued and unpaid interest thereon,  on
the Conversion Date.

         E. "Conversion  Date" means (i) in the case of an automatic  conversion
pursuant to Section III.A, the Scheduled  Maturity Date, and (ii) in the case of
an optional  conversion  pursuant to Section  III.B,  the date  specified in the
Notice of  Conversion  so long as the copy of the Notice of  Conversion is faxed
(or  delivered  by other means  resulting  in notice) to the  Corporation  at or
before 11:59 p.m., New York City time, on the  Conversion  Date indicated in the
Notice of Conversion; provided, however, that if the Notice of Conversion is not
so faxed or otherwise delivered before such time, then the Conversion Date shall
be the date the Holder faxes or otherwise  delivers the Notice of  Conversion to
the Corporation.

         F. "Conversion Securities" means shares of Common Stock.

         G.  "Conversion  Price"  means the  lesser  of (i)  $0.12,  subject  to
adjustment as set forth herein,  or (ii) conversion  price of the  Corporation's
Series B Convertible Preferred Stock as in effect as of the Conversion Date.

         H. "Daily  Market Price" means,  as of any date of  determination,  the
volume  weighted  average  price  for the  Common  Stock,  for the  trading  day
immediately   preceding  such  date  of  determination   (subject  to  equitable
adjustment for any stock splits,  stock dividends,  reclassifications or similar
events  during such trading day and further  shall be subject to  adjustment  as
provided herein) on the principal United States  securities  exchange or trading
market where the Common Stock is listed or traded as reported by  Bloomberg,  or
if the  foregoing  does not apply,  the volume  weighted  average  price for the
Common Stock in the Bulletin  Board for such  security as reported by Bloomberg,
or, if no sale price is  reported  for such  security by  Bloomberg,  the volume
weighted  average of the bid prices of any market  makers for such  security  as
reported in the "pink sheets" by the Pink Sheets LLC, in each case for such date
or, if such date was not a trading date for such security, on the next preceding
date which was a trading  date.  For the  avoidance  of doubt,  the  trading day
immediately  preceding  any  Conversion  Date is the last calendar day that is a
trading day and which is immediately preceding the Conversion Date. If the Daily
Market Price cannot be  calculated  for such security as of either of such dates
on any of the foregoing  bases,  the Daily Market Price of such security on such
date shall be the fair market value as  reasonably  determined  by an investment
banking  firm  selected by the  Corporation  and  reasonably  acceptable  to the
Holder, with the costs of such appraisal to be borne by the Corporation.

         I.  "Demand  Notes"  means,  collectively,  (i)  that  certain  Secured
Promissory  Note,  dated  April 26,  2002,  in the initial  principal  amount of
$82,500,  issued by the  Corporation  to DMG Legacy Fund LLC;  (ii) that certain
Secured  Promissory Note, dated April 26, 2002, in the initial  principal amount
of $292,500,  issued by the  Corporation to DMG Legacy  Institutional  Fund LLC;
(iii) that certain Secured Promissory Note, dated April 26, 2002, in the initial
principal  amount  of  $375,000,   issued  by  the  Corporation  to  DMG  Legacy
International  Ltd.; (iv) that certain  Secured  Promissory  Note,  dated May 7,
2002, in the initial  principal amount of $27,500,  issued by the Corporation to
DMG Legacy Fund LLC;  (v) that certain  Secured  Promissory  Note,  dated May 7,
2002, in the initial  principal amount of $97,500,  issued by the Corporation to
DMG Legacy  Institutional  Fund LLC; (vi) that certain Secured  Promissory Note,


                                      -3-
<PAGE>
dated May 7, 2002, in the initial  principal  amount of $125,000,  issued by the
Corporation  to DMG  Legacy  International  Ltd.;  (vii)  that  certain  Secured
Promissory  Note,  dated  June 10,  2002,  in the  initial  principal  amount of
$60,000,  issued by the  Corporation  to SDS Merchant  Fund,  L.P.;  (viii) that
certain Secured  Promissory Note, dated June 11, 2002, in the initial  principal
amount of $60,000,  issued by the  Corporation to SDS Merchant Fund,  L.P.; (ix)
that  certain  Secured  Promissory  Note,  dated June 12,  2002,  in the initial
principal  amount of $325,000,  issued by the  Corporation to SDS Merchant Fund,
L.P.;  (x) that certain  Secured  Promissory  Note,  dated June 25, 2002, in the
initial  principal  amount  of  $175,000,  issued  by  the  Corporation  to  DMG
International  Ltd.; (xi) that certain Secured  Promissory  Note, dated June 25,
2002, in the initial  principal amount of $38,500,  issued by the Corporation to
DMG Legacy Fund LLC; (xii) that certain Secured  Promissory Note, dated June 25,
2002, in the initial principal amount of $136,500,  issued by the Corporation to
DMG Legacy  Institutional Fund LLC; (xiii) that certain Secured Promissory Note,
dated August 8, 2002, in the initial principal amount of $21,200,  issued by the
Corporation to DMG Legacy Fund LLC; (xiv) that certain Secured  Promissory Note,
dated August 8, 2002, in the initial principal amount of $205,640, issued by the
Corporation  to  DMG  Legacy  International  Ltd.;  (xv)  that  certain  Secured
Promissory  Note,  dated  August 8, 2002,  in the  initial  principal  amount of
$197,160,  issued by the Corporation to DMG Legacy Institutional Fund LLC; (xvi)
that certain Secured  Promissory  Note, dated September 18, 2002, in the initial
principal  amount of $10,950,  issued by the Corporation to DMG Legacy Fund LLC;
(xvii) that certain Secured  Promissory  Note,  dated September 18, 2002, in the
initial  principal  amount of $106,215,  issued by the Corporation to DMG Legacy
International   Ltd.;  (xviii)  that  certain  Secured  Promissory  Note,  dated
September 18, 2002, in the initial  principal amount of $101,835,  issued by the
Corporation to DMG Legacy  Institutional  Fund LLC;  (xix) that certain  Secured
Promissory  Note,  dated November 11, 2002, in the initial  principal  amount of
$14,500,  issued by the  Corporation  to DMG Legacy Fund LLC;  (xx) that certain
Secured  Promissory  Note,  dated  November 11, 2002,  in the initial  principal
amount of $134,850,  issued by the Corporation to DMG Legacy  Institutional Fund
LLC; (xxi) that certain Secured Promissory Note, dated November 11, 2002, in the
initial  principal  amount of $140,650,  issued by the Corporation to DMG Legacy
International  Ltd.; (xxii) that certain Secured Promissory Note, dated December
24, 2002, in the initial principal amount of $97,000,  issued by the Corporation
to DMG Legacy  International Ltd.; (xxiii) that certain Secured Promissory Note,
dated December 24, 2002, in the initial  principal amount of $93,000,  issued by
the  Corporation  to DMG  Institutional  Fund LLC;  (xxiv) that certain  Secured
Promissory  Note,  dated December 24, 2002, in the initial  principal  amount of
$10,000,  issued by the  Corporation  to DMG Legacy Fund LLC; (xxv) that certain
Secured Promissory Note, dated January 31, 2003, in the initial principal amount
of  $17,000,  issued by the  Corporation  to DMG Legacy  Fund LLC;  (xxvi)  that
certain  Secured  Promissory  Note,  dated  January  31,  2003,  in the  initial
principal  amount of $158,100,  issued by the  Corporation to DMG  Institutional
Fund LLC; and (xxvii) that certain Secured  Promissory  Note,  dated January 31,
2003, in the initial principal amount of $164,900,  issued by the Corporation to
DMG International Fund LLC.

         J.   "Measurement   Date"  means  for  purposes  of  any  issuances  of
securities, the date of such issuance.

         K. "Net  Consideration Per Share" shall mean with respect to any Common
Stock Equivalents, the amount equal to (i) the total amount of consideration, if
any,  received  by the  Corporation  for  the  issuance  of  such  Common  Stock
                                      -4-
<PAGE>
Equivalents  plus (ii) the minimum amount of  consideration,  if any, payable to
the Corporation upon conversion,  exercise or exchange  thereof,  divided by the
aggregate  number of shares of  Common  Stock  that  would be issued if all such
Common  Stock  Equivalents  were  converted,  exercised  or  exchanged.  The Net
Consideration  Per Share  receivable by the  Corporation  shall be determined in
each  instance as of the date of issuance of Common  Stock  Equivalents  without
giving  effect  to  any  possible  future  upward  price   adjustments  or  rate
adjustments   that  may  be  applicable   with  respect  to  such  Common  Stock
Equivalents.

         L. "Notice of  Conversion"  shall mean a notice of  conversion,  in the
form attached hereto as Exhibit A, delivered by the Holder to the Corporation.


                                  ARTICLE III

                                   CONVERSION

         A.  Automatic  Conversion.  On the Scheduled  Maturity Date, the unpaid
principal  amount hereof and any accrued  interest  thereon shall  automatically
convert into such number of fully paid and non-assessable  Conversion Securities
as determined in accordance with Section III.C below.

         B. Optional  Conversion.  At any time prior to the  Scheduled  Maturity
Date,  the  Holder  shall have the right to  convert  all or any  portion of the
unpaid principal amount hereof and any accrued interest thereon into such number
of fully  paid and  non-assessable  shares  of  Common  Stock as  determined  in
accordance with Section III.C below.

         C. Conversion  Formula.  The number of Conversion  Securities  issuable
upon  conversion  of this Note shall be that number of shares of Common Stock as
is equal to the quotient  obtained by dividing (x) the Conversion  Amount by (y)
the Conversion Price then in effect.

         D. Mechanics of Conversion.

                  (i) On the  Conversion  Date,  the Holder  shall  surrender or
         cause to be surrendered  this Note, duly endorsed to the Corporation or
         the transfer agent.

                  (ii) In the event that the  Holder  desires  to  exercise  its
         right to effect an optional  conversion,  the Holder shall: (a) fax (or
         otherwise deliver) a copy of the fully executed Notice of Conversion to
         the  Corporation  or the  transfer  agent for the Common  Stock and (b)
         surrender or cause to be surrendered  this Note,  duly endorsed,  along
         with  a copy  of the  Notice  of  Conversion  as  soon  as  practicable
         thereafter to the Corporation or the transfer agent.

                  (iii) Upon receipt by the Corporation of a facsimile copy of a
         Notice of Conversion from a Holder,  the Corporation  shall immediately
         send,  via facsimile,  a  confirmation  to such Holder stating that the
         Notice  of  Conversion  has been  received,  the date  upon  which  the
         Corporation  expects to deliver  the Common  Stock  issuable  upon such
         conversion and the name and telephone number of a contact person at the
         Corporation  regarding the  conversion.  The  Corporation  shall not be
         obligated  to issue  shares of Common  Stock upon a  conversion  unless
                                      -5-
<PAGE>
         either this Note is delivered to the  Corporation or the transfer agent
         as  provided  above,  or the Holder  notifies  the  Corporation  or the
         transfer  agent  that  such  certificates  have  been  lost,  stolen or
         destroyed and delivers the documentation to the Corporation required by
         Section X.H hereof.

                  (iv) Upon the surrender of this Note, the  Corporation  shall,
         no later than the later of (a) the second  business day  following  the
         Conversion  Date and (b) the  business day  following  the date of such
         surrender (or, in the case of lost,  stolen or destroyed  certificates,
         after  provision  of  indemnity  pursuant  to Section  X.H),  issue and
         deliver  to  the  Holder  or  its  nominee  the  number  of  Conversion
         Securities issuable upon conversion of this Note. The Corporation shall
         deliver to the Holder physical certificates representing the Conversion
         Securities issuable upon conversion.

                  (v) The  Corporation  shall pay any and all taxes which may be
         imposed  upon it with  respect  to the  issuance  and  delivery  of the
         Conversion Securities upon the conversion of this Note.

                  (vi) No  fractional  shares of  Common  Stock are to be issued
         upon the conversion of this Note, but the Corporation  shall pay a cash
         adjustment in respect of any fractional  share which would otherwise be
         issuable in an amount  equal to the same  fraction of the Daily  Market
         Price of a share of Common Stock on the date of such conversion.

         E. No Five Percent Holders.  In no event shall a Holder of the Notes be
entitled to receive Conversion Securities upon conversion to the extent that the
sum of (a) the number of shares of capital stock of the Corporation beneficially
owned by the Holder and its  affiliates  (exclusive  of shares of capital  stock
issuable  upon  conversion  of  the  unconverted  portion  of the  Notes  or the
unexercised or unconverted  portion of any other  securities of the  Corporation
(including,  without  limitation,  the  Warrants)  subject  to a  limitation  on
conversion or exercise  analogous to the limitations  contained  herein) and (b)
the number of Conversion  Securities  issuable upon the  conversion of the Notes
with  respect to which the  determination  of this  subparagraph  is being made,
would result in  beneficial  ownership by the Holder and its  affiliates of more
than 4.99% of the outstanding  shares of capital stock of the  Corporation.  For
purposes of this  subparagraph,  beneficial  ownership  shall be  determined  in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and  Regulation  13 D-G  thereunder,  except as otherwise  provided in
clause (a) above. Except as provided in the immediately succeeding sentence, the
restriction  contained  in this  Section  III.E shall not be  altered,  amended,
deleted or changed in any manner  whatsoever unless the holders of a majority of
the outstanding  shares of capital stock of the Corporation and the Holder shall
approve  such  alteration,  amendment,  deletion  or  change.  In  applying  the
foregoing, such limitation should be applied in conjunction with the application
of limitations on conversion or exercise analogous to the foregoing limitation.

                                   ARTICLE IV

                              RESERVATION OF SHARES

         A. Reserved  Amount.  On the Issue Date, the Corporation  shall reserve
3,333,334  shares of the  authorized  but  unissued  shares of Common  Stock for
issuance upon  conversion of each of the Notes  pursuant to Section III.B hereof
                                      -6-
<PAGE>
and thereafter  the number of authorized but unissued  shares of Common Stock so
reserved  shall not be decreased and shall at all times be sufficient to provide
for the  conversion of each of the Notes pursuant to Section III.B hereof at the
then current Conversion Price thereof.

         B. Increases to Reserved  Amount.  If the Reserved Amount for any three
consecutive  trading  days  (the  last of such  three  trading  days  being  the
"Authorization  Trigger Date") shall be less than the number of shares of Common
Stock issuable upon conversion of the Notes, the Corporation  shall  immediately
notify the  Holders  of the Notes of such  occurrence  and shall take  immediate
action (including,  if necessary,  seeking shareholder approval to authorize the
issuance of additional  shares of Common Stock) to increase the Reserved  Amount
to 135% of the number of shares of Common Stock then issuable upon conversion of
the Notes. In the event the Corporation fails to so increase the Reserved Amount
within, in the event shareholder approval is required,  ninety (90) days, or, in
the event only approval of the Corporation's Board of Directors is required, ten
(10) days after an  Authorization  Trigger Date,  each Holder of the Notes shall
thereafter have the option, exercisable in whole or in part at any time and from
time to time by delivery of a Default  Notice (as defined in Section V.C) to the
Corporation,  to require  the  Corporation  to prepay for cash,  at the  Default
Amount (as defined in Section V.B), a portion of the Holder's  principal  amount
outstanding of the Notes (plus accrued interest thereon) such that, after giving
effect to such prepayment, the Holder's allocated portion of the Reserved Amount
equals the total number of shares of Common  Stock  issuable to such Holder upon
conversion  of its Note.  If the  Corporation  fails to pay the  Default  Amount
within five (5)  business  days after its receipt of such Default  Notice,  then
such  Holder  shall  be  entitled  to the  remedies  provided  in  Section  V.C.
Notwithstanding  anything  else  contained  herein,  if  the  Corporation  has a
sufficient  number of authorized  shares of Common Stock, the Corporation  shall
immediately  issue  additional  shares of  Common  Stock to any  Holder  who has
exceeded its allocated  portion of the Reserved Amount upon  conversions by such
Holder of its Notes.

         C. Adjustment to Conversion Price. If the Corporation is prohibited, at
any time,  from issuing  shares of Common Stock upon  conversion of the Notes to
any Holder  because the  Corporation  does not then have  available a sufficient
number of authorized  and reserved  shares of Common Stock,  then the Conversion
Price in respect of any Notes held by any Holder  (including  Notes submitted to
the Corporation  for  conversion,  but for which shares of Common Stock have not
been issued to any such Holder) shall be adjusted as provided in Section VI.A.


                                   ARTICLE V

                                EVENTS OF DEFAULT

         A. Events of Default.  In the event  (each of the events  described  in
clauses  (i)-(vii) below after expiration of the applicable cure period (if any)
being an "Event of Default"):

                  (i) the Corporation  fails to pay in full an interest  payment
         on a  scheduled  payment  date,  or fails to pay in full the  principal
         hereof,  and/or the  accrued  and unpaid  interest  thereon,  when due,
         whether at maturity, upon acceleration or otherwise;

                  (ii) the Common Stock  (including  any of the shares of Common
         Stock  issuable  upon  conversion  of the  Notes) is not  eligible  for
         trading on the OTC  Bulletin  Board for an aggregate of 10 trading days
         in any nine month period;

                  (iii) the  Corporation  provides  notice to any  Holder of the
         Notes,  including by way of public  announcement,  at any time,  of its
         intention not to issue, or otherwise refuses to issue, shares of Common
         Stock to any Holder of the Notes upon conversion in accordance with the
         terms of the Notes (other than due to the circumstances contemplated by
         Articles IV or VI for which the  Holders  shall have the  remedies  set
         forth in such Articles);

                  (iv) except with  respect to matters  covered by  subparagraph
         (i) above, as to which such  subparagraph  shall apply, the Corporation
         otherwise  shall breach any material term  hereunder or under the other
         Transaction    Documents,    including,    without   limitation,    the
         representations and warranties contained therein (i.e., in the event of
         a material breach as of the date such  representation  and warranty was
         made) and if such  breach is  curable,  shall fail to cure such  breach
         within 10 business days after the Corporation has been notified thereof
         in writing by the Holder;

                  (v) the Corporation shall:

                           (a) sell,  convey or dispose of all or  substantially
                  all of its assets (the  presentation  of any such  transaction
                  for stockholder  approval being conclusive  evidence that such
                  transaction  involves the sale of all or substantially  all of
                  the assets of the  Corporation)  to any other person or entity
                  other than the Holder;

                           (b)  merge,   consolidate  or  engage  in  any  other
                  business  combination  with any other  entity  (other than the
                  Holder and other than pursuant to a migratory  merger effected
                  solely  for  the  purpose  of  changing  the  jurisdiction  of
                  incorporation of the Corporation);

                           (c) except for non-exclusive licenses of intellectual
                  property on arms' length bases, sell or otherwise transfer any
                  independently-significant  asset or  intellectual  property to
                  any  other  person(s)  or  entity(ies)   (including,   without
                  limitation,  to any  subsidiary(ies) of the Corporation) other
                  than the Holder;

                           (d) either (i) except as previously  disclosed in the
                  Corporation's  Disclosure  Schedule  (as  defined  in the Note
                  Purchase  Agreement,  fail to pay,  when due,  or  within  any
                  applicable  grace  period,  any  payment  with  respect to any
                  indebtedness  of the  Corporation  in excess of $50,000 due to
                  any  third  party,   other  than  payments  contested  by  the
                  Corporation in good faith, or otherwise  breach or violate any
                  agreement  for monies  owed or owing in an amount in excess of
                  $50,000  which  breach or  violation  permits  the other party
                  thereto to declare a default or otherwise  accelerate  amounts
                  due  thereunder,  or (ii) suffer to exist any other default or
                  event of default under any agreement  binding the  Corporation
                  which default or event of default would or is likely to have a
                  material   adverse   effect  on  the   business,   operations,
                  properties,   prospects   or   financial   condition   of  the
                  Corporation; or

                           (e) sell or otherwise issue any securities other than
                  (i) in an issuance for which no adjustment  to the  Conversion
                  Price shall be made pursuant to Section  VII.G.(vii),  or (ii)
                                      -7-
<PAGE>
                  commencing  on the 30th day  following  the Issue Date,  in an
                  issuance of an aggregate  amount of  securities  not exceeding
                  $500,000 in any 30  consecutive  day period  provided that (A)
                  such issuance does not constitute a Dilutive Issuance (as such
                  term  is  defined  in  Section  VII.E(i)  below)  and  (B) the
                  Corporation gives the Holder the right,  exercisable within 15
                  days after the Holder receives  written notice of the proposed
                  issuance (including all material terms and conditions thereof)
                  from the Corporation,  to participate fully or in part, at the
                  option of the Holder,  in such  issuance on the same terms and
                  conditions as all other participants therein;

         (vi) the Corporation or any subsidiary of the Corporation 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; or

         (vii) 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  Corporation  or any
subsidiary of the Corporation,  and if instituted against the Corporation or any
subsidiary of the Corporation by a third party, shall not be dismissed within 60
days of their initiation.

then,  upon the  occurrence of any such Event of Default,  at the option of each
Holder,  exercisable  in whole  or in part at any time and from  time to time by
delivery  of a  Default  Notice  (as  defined  in  Paragraph  C  below)  to  the
Corporation while such Event of Default continues, the Corporation shall pay the
Holders  (and  upon  the  occurrence  of  an  Event  of  Default   specified  in
subparagraphs  (vi) and (vii) of this  Section  V.A,  the  Corporation  shall be
required to pay the  Holders),  in  satisfaction  of its  obligation  to pay the
outstanding  principal  amount of the  Notes and  accrued  and  unpaid  interest
thereon, an amount equal to the Default Amount (as defined in Section V.B below)
and such Default  Amount,  together  with all other  ancillary  amounts  payable
hereunder,  shall  immediately  become  due and  payable,  all  without  demand,
presentment or notice,  all of which are hereby 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. For the avoidance of doubt, the occurrence of any
event  described  in  clauses  (i),  (ii),  (iii),  (v)  and  (vi)  above  shall
immediately  constitute  an Event of Default and there shall be no cure  period.
Upon the Corporation's receipt of any Default Notice hereunder,  the Corporation
shall  immediately  (and in any event  within one business  day  following  such
receipt) deliver a written notice (a "Default  Announcement")  to all Holders of
the Notes  stating the date upon which the  Corporation  received  such  Default
Notice and the amount of the Notes covered thereby.  Following the delivery of a
Default Announcement  hereunder,  at any time and from time to time, each Holder
of the Notes may  request  (either  orally or in writing)  information  from the
Corporation with respect to the instant default (including,  but not limited to,
the aggregate  principal amount  outstanding of Notes covered by Default Notices
received by the Corporation) and the Corporation shall furnish (either orally or
in writing) as soon as practicable such requested information to such requesting
Holder.

         B. Definition of Default Amount. The "Default Amount" with respect to a
Note means an amount equal to the greater of:

                                      -8-
<PAGE>
                  (i)               V                x        M
                                  ----
                                  C P

         and      (ii)     V   x   115%
where:

                  "V" means the aggregate  principal  amount  outstanding of the
         Notes being paid plus all accrued and unpaid  interest  thereon through
         the payment date;

                  "CP" means the Conversion Price in effect on the date on which
         the Corporation receives the Default Notice; and

                  "M" means the greater of (i) the highest  Closing Bid Price of
         the Corporation's  Common Stock during the period beginning on the date
         on which the Corporation  receives the Default Notice and ending on the
         date immediately preceding the date of payment of the Default Amount or
         (ii) the fair  market  value,  as of the date on which the  Corporation
         receives the Default Notice, of the consideration payable to the holder
         of a share of Common Stock pursuant to the  transaction  which triggers
         the repayment obligation. For purposes of this definition, "fair market
         value" shall be determined by the mutual  agreement of the  Corporation
         and the  Holder,  or if such  agreement  cannot be reached  within five
         business days prior to the date of repayment,  by an investment banking
         firm  selected by the  Corporation  and  reasonably  acceptable  to the
         Holder,   with  the  costs  of  such  appraisal  to  be  borne  by  the
         Corporation.

         C. Failure to Pay Default Amounts.  If the Corporation fails to pay any
Holder the Default  Amount with  respect to any Note within five  business  days
after its receipt of a notice  requiring  such  repayment (a "Default  Notice"),
then the Holder of any Note  delivering such Default Notice shall be entitled to
interest  on the  Default  Amount  at a per  annum  rate  equal to the  lower of
twenty-four  percent (24%) and the highest interest rate permitted by applicable
law from the date on which the Corporation receives the Default Notice until the
date of payment of the Default Amount hereunder. In the event the Corporation is
not able to repay  all of the  outstanding  Notes  subject  to  Default  Notices
delivered  prior to the date upon which such  repayment is to be  effected,  the
Corporation  shall repay the outstanding  Notes from each Holder pro rata, based
on the total amounts due on the Notes at the time of repayment  included by such
Holder  in all  Default  Notices  delivered  prior to the date upon  which  such
repayment is to be effected relative to the total amounts due under the Notes at
the time of repayment  included in all of the Default Notices delivered prior to
the date upon which such repayment is to be effected.


                                   ARTICLE VI

                         FAILURE TO SATISFY CONVERSIONS

         A. Conversion Defaults;  Adjustments to Conversion Price. The following
shall  constitute a "Conversion  Default":  (i)  following  the  submission by a
Holder of a Notice of Conversion,  the  Corporation  fails for any reason (other
than because of an event  described  in clause  (iii)  below) to deliver,  on or
prior to the fourth business day following the expiration of the Delivery Period
                                      -9-
<PAGE>
for such conversion,  such number of Conversion  Securities to which such Holder
is entitled upon such  conversion,  (ii) the Corporation  provides notice to any
Holder at any time of its  intention  not to issue  Conversion  Securities  upon
exercise by any Holder of its conversion  rights in accordance with the terms of
the Notes (other than because of an event  described in clause (iii) below),  or
(iii) the  Corporation  is  prohibited,  at any time,  from  issuing  Conversion
Securities  upon  conversion of the Notes to any Holder because the  Corporation
does not have available a sufficient number of authorized and reserved shares of
Common  Stock.  In the case of a Conversion  Default,  the  Conversion  Price in
respect of any Notes  held by such  Holder  (including  Notes  submitted  to the
Corporation for conversion,  but for which  Conversion  Securities have not been
issued to such Holder)  shall  thereafter  be the lesser of (x) the Daily Market
Price on the date of the  Conversion  Default  and (y) the lowest  Daily  Market
Price in effect during the period beginning on, and including, such date through
and including (A) in the case of a Conversion  Default referred to in clause (i)
above, the day such Conversion  Securities are delivered to the Holder,  and (B)
in the case of a Conversion  Default referred to in clause (iii) above, the date
on which the prohibition on issuances of Conversion  Securities  terminates.  In
the case of a Conversion  Default described in clause (ii) above, the Conversion
Price with respect to any conversion thereafter shall be the lowest Daily Market
Price in effect at any time during the period  beginning on, and including,  the
date of the  occurrence  of such  Conversion  Default  through and including the
Default Cure Date (as hereinafter defined). Upon the occurrence of each reset of
the  Conversion  Price  pursuant to this  Paragraph A, the  Corporation,  at its
expense, shall promptly compute the new Conversion Price and prepare and furnish
to each  Holder of the Notes a  certificate  setting  forth such new  Conversion
Price  showing  in detail  each  Conversion  Price in effect  during  such reset
period.

         "Default  Cure Date"  means (A) with  respect to a  Conversion  Default
described in clause (i) of its definition,  the date the Corporation effects the
conversion of all of the outstanding Notes, and (B) with respect to a Conversion
Default  described  in  clause  (ii) or  (iii) of its  definition,  the date the
Corporation  issues Conversion  Securities in satisfaction of all conversions of
the Notes.

         B. Buy-In Cure.  Unless the  Corporation  has  notified the  applicable
Holder in writing prior to the delivery by such Holder of a Notice of Conversion
that the  Corporation  is unable to honor  conversions,  if (i) the  Corporation
fails for any reason to deliver during the Delivery Period Conversion Securities
to a Holder upon a conversion  of the Notes,  and (ii)  thereafter,  such Holder
purchases (in an open market transaction or otherwise)  Conversion Securities to
make  delivery  in  satisfaction  of a sale by  such  Holder  of the  Conversion
Securities (the "Sold Shares") which such Holder anticipated receiving upon such
conversion (a "Buy-In"),  the Corporation  shall pay such Holder (in addition to
any  other  remedies  available  to the  Holder)  the  amount  by which (x) such
Holder's total purchase price (including brokerage commissions,  if any) for the
Conversion Securities so purchased exceeds (y) the net proceeds received by such
Holder from the sale of the Sold  Shares.  For  example,  if a Holder  purchases
Conversion Securities having a total purchase price of $11,000 to cover a Buy-In
with respect to Conversion  Securities it sold for $10,000, the Corporation will
be required to pay the Holder  $1,000.  A Holder shall  provide the  Corporation
written notification and supporting documentation indicating any amounts payable
to such Holder  pursuant to this  Paragraph  B. The  Corporation  shall make any
payments required pursuant to this Paragraph B in accordance with and subject to
the provisions of Section X.I.

                                      -10-
<PAGE>

         C. Right to Require  Prepayment.  If the  Corporation  fails,  and such
failure  continues  uncured for five (5) business days after the Corporation has
been  notified  thereof  in  writing  by the  Holder,  for any  reason  to issue
Conversion  Securities  within 10  business  days  after the  expiration  of the
Delivery Period with respect to any conversion of the Notes, then the Holder may
elect at any time and from time to time prior to the Default  Cure Date for such
Conversion Default, by delivery of a Default Notice to the Corporation,  to have
all or any portion of such Holder's outstanding Notes prepaid by the Corporation
for cash, at the Default Amount.  If the  Corporation  fails to pay such Default
Amount  within five business  days after its receipt of a Default  Notice,  then
such Holder shall be entitled to the remedies provided for herein.


                                  ARTICLE VII

                       ADJUSTMENTS TO THE CONVERSION PRICE

         The Conversion  Price shall be subject to adjustment  from time to time
as follows:

         A. Stock Splits, Stock Dividends,  Etc. If, at any time on or after the
Issue Date, the number of outstanding shares of the Corporation's  capital stock
is increased by a stock split, stock dividend, combination,  reclassification or
other similar event, the Conversion Price shall be proportionately  reduced,  or
if the  number of  outstanding  shares  of the  Corporation's  capital  stock is
decreased by a reverse stock split,  combination or  reclassification of shares,
or other similar event, the Conversion Price shall be proportionately increased.
In such event, the Corporation shall notify the Corporation's  transfer agent of
such change on or before the effective date thereof.

         B. Adjustment Due to Merger, Consolidation,  Etc. If, at any time after
the  Issue  Date,  there  shall be (i) any  reclassification  or  change  of the
outstanding  shares of the  Corporation's  capital stock (other than a change in
par value, or from par value to no par value, or from no par value to par value,
or as a result of a  subdivision  or  combination),  (ii) any  consolidation  or
merger of the  Corporation  with any other entity  (other than a merger in which
the  Corporation is the surviving or continuing  entity and its capital stock is
unchanged), (iii) any sale or transfer of all or substantially all of the assets
of the  Corporation  or (iv) any  share  exchange  pursuant  to which all of the
outstanding shares of any class or series of the Corporation's capital stock are
converted  into other  securities or property  (each of (i) - (iv) above being a
"Corporate  Change"),   then  appropriate  provisions  (in  form  and  substance
reasonably  satisfactory to the Holders of a majority of the principal amount of
the  Notes  then  outstanding)  shall be made with  respect  to the  rights  and
interests of the Holders of the Notes to the end that the economic  value of the
Notes are in no way diminished by such Corporate  Change and that the provisions
hereof (including,  without  limitation,  in the case of any such consolidation,
merger or sale in which the  successor  entity or  purchasing  entity is not the
Corporation,  an  immediate  adjustment  of the  Conversion  Price  so that  the
Conversion  Price  immediately  after the  Corporate  Change  reflects  the same
relative value as compared to the value of the surviving  entity's  common stock
that existed  between the  Conversion  Price and the value of the  Corporation's
common stock  immediately  prior to such Corporate  Change) shall  thereafter be
applicable,  as nearly as may be  practicable in relation to any shares of stock
or  securities   thereafter   deliverable  upon  the  conversion  thereof.   The
Corporation  shall not effect any Corporate Change unless (i) each Holder of the
Notes has received  written  notice of such  transaction  at least 45 days prior
thereto,  but in no event  later than 15 days  prior to the record  date for the
determination of shareholders  entitled to vote with respect  thereto,  (ii) the
resulting  successor or  acquiring  entity (if not the  Corporation)  assumes by
written instrument (in form and substance reasonably satisfactory to the Holders
                                      -11-
<PAGE>

of a  majority  of the  principal  amount of the  Notes  then  outstanding)  the
obligations of the Notes and (iii) the Corporation shall have received the prior
written consent of the Holder.  The above  provisions  shall apply regardless of
whether or not there  would have been a  sufficient  number of shares of capital
stock  authorized  and  available  for  issuance  upon  conversion  of the Notes
outstanding as of the date of such  transaction,  and shall  similarly  apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.

         C.  Adjustment  Due to  Distribution.  If, at any time  after the Issue
Date, the Corporation  shall declare or make any  distribution of its assets (or
rights to acquire its assets) to holders of the Corporation's capital stock as a
partial  liquidating  dividend,  by  way  of  return  of  capital  or  otherwise
(including any dividend or  distribution  to the  Corporation's  shareholders in
cash or shares (or rights to acquire  shares) of capital  stock of a  subsidiary
(i.e. a spin-off))  (a  "Distribution"),  then the Holders of the Notes shall be
entitled,  upon  any  conversion  of the  Notes  after  the date of  record  for
determining shareholders 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 the Corporation's capital stock issuable upon such conversion had such
Holder  been the holder of such  shares of such stock on the record date for the
determination of shareholders entitled to such Distribution.

         D.  Purchase  Rights.  If,  at any  time  after  the  Issue  Date,  the
Corporation issues any warrants,  rights or options,  whether or not immediately
exercisable,  to subscribe for or to purchase the Corporation's capital stock or
securities  exercisable,  convertible into or exchangeable for the Corporation's
capital  stock or  rights  to  purchase  stock,  warrants,  securities  or other
property (the "Purchase  Rights") pro rata to the record holders of any class or
series of the Corporation's capital stock, then the Holders of the Notes 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 the Corporation's capital stock acquirable upon
complete  conversion of the Notes 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 the  Corporation's
capital stock are to be determined for the grant, issue or sale of such Purchase
Rights.

         E. Adjustment of Conversion Price.

                  (i) Except as otherwise  provided in  Paragraphs A, B, C and D
         of this  Article  VII,  if during any  period  after the Issue Date the
         Corporation  issues or sells, or in accordance  with Section  VII.E(ii)
         hereof is deemed to have issued or sold, any shares of Common Stock for
         no  consideration  or for a  consideration  per  share  less  than  the
         Conversion  Price in effect at the time of such  issuance (a  "Dilutive
         Issuance"),  then effective immediately upon the Dilutive Issuance, the
         Conversion Price will be adjusted to equal the per share price at which
                                      -12-
<PAGE>
         such shares were issued,  sold or deemed to have been issued or sold in
         such Dilutive Issuance.  Notwithstanding  the foregoing,  no adjustment
         shall be made  pursuant to this  Paragraph E if such  adjustment  would
         result in an increase in the Conversion Price.

                  (ii)  Effect  on  Conversion  Price  of  Certain  Events.  For
         purposes of determining the adjusted  Conversion Price under Subsection
         (i), the following will be applicable:

                           (a) Issuance of Rights or Options. If the Corporation
                  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
                  exercisable, 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  (and  the  price  of any  conversion  of  Convertible
                  Securities,  if applicable) is less than the Conversion  Price
                  in effect on the Measurement  Date of such securities  ("Below
                  Conversion Price  Options"),  then the maximum total number of
                  shares of Common Stock  issuable upon the exercise of all such
                  Below  Conversion  Price  Options   (assuming  full  exercise,
                  conversion   or  exchange  of   Convertible   Securities,   if
                  applicable)  will,  as of the date of the issuance or grant of
                  such  Below  Conversion   Price  Options,   be  deemed  to  be
                  outstanding   and  to  have  been   issued  and  sold  by  the
                  Corporation  for 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 Below  Conversion
                  Price Options" is determined by dividing (i) the total amount,
                  if  any,   received  or  receivable  by  the   Corporation  as
                  consideration  for the  issuance or granting of all such Below
                  Conversion Price Options, plus the minimum aggregate amount of
                  additional  consideration,  if any, payable to the Corporation
                  upon the exercise of all such Below  Conversion Price Options,
                  plus, in the case of Convertible  Securities issuable upon the
                  exercise of such Below Conversion  Price Options,  the minimum
                  aggregate amount of additional  consideration payable upon the
                  exercise,   conversion  or  exchange  thereof  (determined  in
                  accordance  with the  calculation  method set forth in Section
                  VII.E(ii)(b)(2) below) at the time such Convertible Securities
                  first become exercisable, convertible or exchangeable, by (ii)
                  the maximum  total number of shares of Common  Stock  issuable
                  upon the exercise of all such Below  Conversion  Price 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 Below  Conversion  Price  Options or
                  upon the  exercise,  conversion  or  exchange  of  Convertible
                  Securities  issuable  upon  exercise of such Below  Conversion
                  Price Options.

                           (b) Issuance of Convertible Securities.

         (1) If the  Corporation  in any manner issues or sells any  Convertible
Securities, which Convertible Securities do not have a fluctuating conversion or
exercise price or exchange ratio, 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  exercise,  conversion  or
exchange (as determined  pursuant to Section  VII.E(ii)(b)(2)  if applicable) is
less  than the  Conversion  Price in effect on the  Measurement  Date,  then the
maximum  total  number of shares of Common  Stock  issuable  upon the  exercise,
conversion or exchange of all such  Convertible  Securities will, as of the date
of the issuance of such Convertible Securities,  be deemed to be outstanding and
to have been issued and sold by the  Corporation  for such price per share.  For
                                      -13-
<PAGE>
the purposes of the  preceding  sentence,  the "price per share for which Common
Stock is issuable upon such  exercise,  conversion or exchange" is determined by
dividing (i) the total amount, if any, received or receivable by the Corporation
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 Corporation upon the exercise, conversion or exchange thereof at the time
such   Convertible   Securities   first  become   exercisable,   convertible  or
exchangeable,  by (ii) the  maximum  total  number of  shares  of  Common  Stock
issuable  upon the  exercise,  conversion  or exchange  of all such  Convertible
Securities.  No further adjustment to the Conversion Price will be made upon the
actual  issuance of such Common Stock upon  exercise,  conversion or exchange of
such Convertible Securities.

         (2) If the  Corporation  in any manner issues or sells any  Convertible
Securities with a fluctuating  conversion or exercise price or exchange ratio (a
"Variable  Rate  Convertible  Security"),  then the  "price  per share for which
Common  Stock is  issuable  upon such  exercise,  conversion  or  exchange"  for
purposes of the  calculation  contemplated by Section  VII.E(ii)(b)(1)  shall be
deemed to be the lowest price per share which would be applicable  (assuming all
holding period and other conditions to any discounts  contained in such Variable
Rate  Convertible  Security have been satisfied) if the Conversion  Price on the
Measurement  Date of such  Variable  Rate  Convertible  Security  was 75% of the
Conversion Price on such date (the "Assumed Variable Market Price"). Further, if
the  Conversion  Price at any time or times  thereafter is less than or equal to
the Assumed Variable Market Price last used for making any adjustment under this
Section  VII.F with  respect to any  Variable  Rate  Convertible  Security,  the
Conversion  Price in  effect  at such  time  shall be  readjusted  to equal  the
Conversion  Price which would have resulted if the Assumed Variable Market Price
at the time of issuance of the Variable Rate  Convertible  Security had been 75%
of the Daily Market  Price  existing at the time of the  adjustment  required by
this sentence.

         (3) Change in Option Price or Conversion  Rate. If there is a change at
any  time  in  (a)  the  amount  of  additional  consideration  payable  to  the
Corporation  upon the  exercise  of any  Options;  (b) the amount of  additional
consideration,  if any, payable to the Corporation upon the exercise, conversion
or  exchange  of any  Convertible  Securities;  or (c)  the  rate at  which  any
Convertible Securities are convertible into or exchangeable for Common Stock (in
each such case, other than under or by reason of provisions  designed to protect
against  dilution  and except  when an  adjustment  is made  pursuant to Section
VII.F(ii)(b)(2)  above),  the  Conversion  Price in  effect  at the time of such
change  will be  readjusted  to the  Conversion  Price  which would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed  additional  consideration or changed conversion rate,
as the case may be, at the time initially granted, issued or sold.

         F. Calculation of Consideration  Received. If any Common Stock, Options
or  Convertible   Securities   are  issued,   granted  or  sold  for  cash,  the
consideration  received  therefor will be the amount received by the Corporation
therefor,  after  deduction  of all  underwriting  discounts  or  allowances  in
connection with such issuance,  grant or sale. In case any Common Stock, Options
or Convertible  Securities are issued or sold for a consideration part or all of
which shall be other than cash,  including in the case of a strategic or similar
arrangement in which the other entity will provide  services to the Corporation,
purchase  services  from  the  Corporation  or  otherwise   provide   intangible
consideration to the  Corporation,  the amount of the  consideration  other than
cash  received  by the  Corporation  (including  the net  present  value  of the
                                      -14-
<PAGE>
consideration  expected  by  the  Corporation  for  the  provided  or  purchased
services) will be the fair market value of such consideration, except where such
consideration consists of securities,  in which case the amount of consideration
received by the Corporation  will be the Daily Market Price with respect to such
securities thereof as of the date of receipt. In case any Common Stock,  Options
or  Convertible   Securities  are  issued  in  connection  with  any  merger  or
consolidation in which the Corporation is the surviving corporation,  the amount
of  consideration  therefor  will be deemed to be the fair market  value of such
portion of the net assets and business of the  non-surviving  corporation  as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be.  Notwithstanding  anything else herein to the  contrary,  if Common
Stock,  Options  or  Convertible  Securities  are  issued,  granted  or  sold in
conjunction  with each other as part of a single  transaction  or in a series of
related transactions,  any Holder of the Notes may elect to determine the amount
of consideration  deemed to be received by the Corporation therefor by deducting
the fair value of any type of securities (the "Disregarded  Securities") issued,
granted or sold in such  transaction  or series of  transactions.  If the Holder
makes an election pursuant to the immediately  preceding sentence, no adjustment
to the  Conversion  Price shall be made  pursuant to this Section  VII.F for the
issuance  of the  Disregarded  Securities  or upon any  conversion  or  exercise
thereof.  For example, if the Corporation were to issue convertible notes having
a face value of $1,000,000 and warrants to purchase shares of Common Stock at an
exercise  price  equal to the market  price of the  Common  Stock on the date of
issuance of such warrants in exchange for $1,000,000 of consideration,  the fair
value of the warrants would be subtracted  from the $1,000,000 of  consideration
received by the Corporation  for the purposes of determining  whether the shares
of Common Stock  issuable  upon  conversion  of the  convertible  notes shall be
deemed to be issued at a price per share  below  market  price  and,  if so, for
purposes of determining  any adjustment to the Conversion  Price  hereunder as a
result of the issuance of the  Convertible  Securities.  The  Corporation  shall
calculate,  using standard commercial  valuation methods appropriate for valuing
such  assets,  the fair  market  value of any  consideration  other than cash or
securities;  provided, however, that if the Holder hereof does not agree to such
fair market value  calculation  within three business days after receipt thereof
from the  Corporation,  then such fair market value will be  determined  in good
faith by an investment banker or other appropriate expert of national reputation
selected by the  Corporation and reasonably  acceptable to the Holder,  with the
costs of such appraisal to be borne by the Corporation.

         G. Additional Adjustment Provisions.  The following provisions shall be
applicable to the making of adjustments in the Conversion Price pursuant to this
Article VII:

                  (i) Any  obligation,  agreement or undertaking to issue shares
         of Common Stock or Common Stock  Equivalents  at any time in the future
         shall  be  deemed  to be an  issuance  at  the  time  such  obligation,
         agreement or undertaking is made or arises.

                  (ii) No  adjustment  of the  Conversion  Price  shall  be made
         pursuant to this  Article VII upon the issuance of any shares of Common
         Stock that are issued upon the exercise,  conversion or exchange of any
         Common Stock  Equivalents for which an adjustment has already been made
         pursuant to this Article VII. Should the Net Consideration Per Share of
         any Common  Stock  Equivalents  for which an  adjustment  has been made
         pursuant to this Article VII (or would have been made  pursuant to this
         Article VII had the Net  Consideration  Per Share of such Common  Stock
         Equivalents been less than the Conversion  Price in effect  immediately
         prior to the issuance or sale  thereof) be decreased  from time to time
                                      -15-
<PAGE>
         other than as a result of the application of  anti-dilution  provisions
         substantially similar to the provisions of this Article VII, then, upon
         the  effectiveness  of each such change,  the Conversion Price shall be
         readjusted  to  that  which  would  have  been  obtained  (A)  had  the
         adjustments made pursuant to this Article VII upon the issuance of such
         Common  Stock  Equivalents  been  made  upon  the  basis of the new Net
         Consideration Per Share of such Common Stock  Equivalents,  and (B) had
         the adjustments made to the Conversion Price since the date of issuance
         of such Common Stock  Equivalents been made to such Conversion Price as
         adjusted pursuant to clause (A) above.

                  (iii) In the event any shares of Common  Stock or Common Stock
         Equivalents  are issued or sold without  consideration,  such shares of
         Common Stock or Common Stock  Equivalents  shall be deemed to have been
         issued or sold for a consideration of $0.0001 per share.

                  (iv) In the  event  that all or any part of the  consideration
         received  or paid by the  Corporation  in  connection  with  any of the
         transactions  described in this Article VII consists of property  other
         than cash,  such  consideration  shall be deemed to have a fair  market
         value  as is  reasonably  determined  in good  faith  by the  Board  of
         Directors of the Corporation in a manner  reasonably  acceptable to the
         Holder of this Note.

                  (v) All  calculations  under this Article VII shall be made to
         the nearest 1/100th of a cent or 1/10,000th of a share of Common Stock,
         as the case may be. No  adjustment  to the  Conversion  Price  shall be
         required  unless such  adjustment  (plus any adjustments not previously
         made by reason of this Section  VII.G(v)  would  require an increase or
         decrease of at least 1% in such Conversion  Price;  provided,  however,
         that any adjustment(s)  that by reason of this Section VII.G(v) are not
         required  to be made shall be carried  forward  and taken into  account
         upon the earlier of (A) any subsequent adjustment or (B) any conversion
         of this Note.

                  (vi)  Notwithstanding  any other  provision  of this Note,  no
         adjustment  to the  Conversion  Price  shall be made to the extent such
         adjustment would reduce the Conversion Price below the par value of the
         Common Stock.

                  (vii) No adjustment to the Conversion  Price shall be made (A)
         upon the exercise of any warrants,  options or  convertible  securities
         issued and  outstanding on the Issue Date that are set forth in Section
         3(c) of the  Disclosure  Schedule  to the Note  Purchase  Agreement  in
         accordance  with the terms of such securities as of the Issue Date; (B)
         upon the grant or exercise of any stock or options  which may hereafter
         be granted to or  exercised  by any  employee,  director or  consultant
         under any employee  benefit plan of the  Corporation now existing or to
         be implemented in the future,  so long as the issuance of such stock or
         options is  approved  by a majority  of the Board of  Directors  of the
         Corporation or a majority of the members of a committee of non-employee
         directors established for such purpose; or (C) upon conversion of these
         Notes or exercise of the Warrants.

         H.  Notice  of  Adjustments.  Upon the  occurrence  of any  event  that
requires any  adjustment of the Conversion  Price,  then, and in each such case,
the  Corporation,  at its expense,  shall promptly  compute such  adjustment and
prepare and furnish to each Holder a certificate  setting forth such  adjustment
and  showing  in detail  the facts upon  which  such  adjustment  is based.  The

                                      -16-
<PAGE>
Corporation  shall,  upon the  written  request at any time of any Holder of the
Notes,  furnish  to such  Holder  a like  certificate  setting  forth  (i)  such
adjustment and (ii) the Conversion Price at the time in effect.

         I. Other Action Affecting  Conversion  Price. If the Corporation  takes
any action  affecting the  Conversion  Stock after the date hereof that would be
covered by Section  VII.A  through F, but for the manner in which such action is
taken or  structured,  which would in any way  diminish  the value of the Notes,
then the  Conversion  Price  shall be  adjusted  in such  manner as the Board of
Directors of the Corporation shall in good faith determine to be equitable under
the circumstances.

                                  ARTICLE VIII

                                      RANK

         The  Notes  shall  rank  pari  passu  in  right  of  payment  with  the
Borrowers's currently outstanding Demand Notes.


                                   ARTICLE IX

                                 CONSENT RIGHTS


         A. So long as any Notes are outstanding,  except as otherwise expressly
provided in the Note Purchase Agreement, the Corporation shall not, in each case
without first  obtaining the written  consent of the Holder:  (i)(a) redeem,  or
declare or pay any dividends  (whether in cash or stock),  or otherwise make any
distributions  with  respect  to any  class or series  of  capital  stock of the
Corporation,  except  for  dividends  and  distributions  payable  solely in the
capital stock of the Corporation,  or (b) prepay any outstanding indebtedness of
the  Corporation,  or (ii) create or sell any securities  that rank senior to or
pari passu with the Notes.


                                   ARTICLE X

                                  MISCELLANEOUS

         A. Failure or Indulgency Not Waiver. No failure or delay on the part of
any 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 privilege.

         B.  Notices.  Any notices  required or  permitted to be given under the
terms of this Note shall be sent by certified or registered mail (return receipt
requested) or delivered  personally or by courier or by confirmed telecopy,  and
shall be effective five days after being placed in the mail, if mailed,  or upon
receipt  or  refusal  of  receipt,  if  delivered  personally  or by  courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:


                                      -17-
<PAGE>
                           If to the Corporation:

                           SPEEDCOM Wireless Corporation
                           7020 Professional Parkway East
                           Sarasota, FL  34240
                           Telephone: (941) 907-2300
                           Facsimile:  (941) 355-0219
                           Attention:  Chief Executive Officer

         If to the Holder,  to the address set forth under such Holder's name on
the signature page to the Note Purchase Agreement executed by such Holder.  Each
party shall provide  notice to the other parties of any change in address or the
address of any transferee of the Note.

         C.  Amendment  Provision.  This Note and any  provision  hereof  may be
amended  only by an  instrument  in writing  signed by the  Corporation  and the
Holder.

         D.  Assignability.  This Note shall be binding upon the Corporation and
its  successors and assigns and shall inure to the benefit of the Holder and its
successors  and  assigns.  This Note shall not be  transferred,  sold,  pledged,
assigned or  otherwise  hypothecated  without the prior  written  consent of the
Corporation,  except that Note may be pledged and all rights of the Holder under
this Note may be assigned to any affiliate of the Holder  without the consent of
the Corporation.

         E. Cost of  Collection.  If an Event of Default occurs  hereunder,  the
Corporation  shall  pay  the  Holder  hereof  costs  of  collection,   including
reasonable attorneys' fees.

         F.  Governing  Law;  Jurisdiction.  This Note shall be  governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made and to be performed in the State of  Delaware.  The  Corporation
irrevocably consents to the jurisdiction of the United States federal courts and
the state  courts  located in the State of  Delaware  in any suit or  proceeding
based on or arising  under this Note and  irrevocably  agrees that all claims in
respect  of such  suit or  proceeding  may be  determined  in such  courts.  The
Corporation  irrevocably  waives  the  defense of an  inconvenient  forum to the
maintenance  of such suit or  proceeding.  The  Corporation  further agrees that
service  of process  upon the  Corporation  mailed by first  class mail shall be
deemed in every respect effective service of process upon the Corporation in any
such suit or proceeding.  Nothing herein shall affect the right of any Holder to
serve process in any other manner permitted by law. The Corporation  agrees 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.

         G. Denominations.  At the request of the Holder, upon surrender of this
Note,  the  Corporation   shall  promptly  issue  new  Notes  in  the  aggregate
outstanding  principal amount hereof, in the form hereof, in such  denominations
of at least $25,000 as the Holder shall request.

         H.  Lost or  Stolen  Notes.  Upon  receipt  by the  Corporation  of (i)
evidence of the loss, theft,  destruction or mutilation of any Note and (ii) (y)


                                      -18-
<PAGE>
in the case of loss,  theft or  destruction,  of indemnity  (without any bond or
other security) reasonably  satisfactory to the Corporation,  or (z) in the case
of mutilation,  upon  surrender and  cancellation  of any Note, the  Corporation
shall execute and deliver a new Note of like tenor and date.

         I. Payment of Cash;  Defaults.  Whenever the Corporation is required to
make any cash payment to a Holder under the Notes  (whether a Default  Amount or
upon  prepayment,  repayment or  otherwise),  such cash payment shall be made in
U.S.  dollars to the Holder  within five  business  days after  delivery by such
Holder of a notice  specifying that the Holder elects to receive such payment in
cash and the method (e.g., by check, wire transfer) in which such payment should
be made. If such payment is not delivered  within such five business day period,
such Holder shall  thereafter  be entitled to interest on the unpaid amount at a
per annum rate equal to the lower of  twenty-four  percent (24%) and the highest
interest rate  permitted by applicable  law until such amount is paid in full to
the Holder. J. Status as Note Holder.  Upon an automatic  conversion or optional
conversion pursuant to Article III hereof, (i) the principal amount of the Notes
(but none of the accrued and unpaid interest  thereon) shall be deemed converted
into  Conversion  Securities  as of the  Conversion  Date and (ii) the  Holder's
rights as a Holder of such Notes shall cease and  terminate,  excepting only the
right (A) to receive  certificates  for such  Conversion  Securities  and (B) to
exercise any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the  Corporation to comply with the terms
of the Notes.

         K.  Remedies  Cumulative.  The remedies  provided in this Note shall be
cumulative and in addition to all other remedies  available  under this Note, at
law or in  equity  (including  a decree of  specific  performance  and/or  other
injunctive  relief),  and nothing  herein shall limit a Holder's right to pursue
actual  damages for any failure by the  Corporation  to comply with the terms of
this Note. The Corporation  acknowledges  that a breach by it of its obligations
hereunder will cause  irreparable  harm to the Holders of the Notes and that the
remedy at law for any such breach may be inadequate.  The Corporation  therefore
agrees, in the event of any such breach or threatened  breach,  that the Holders
of the Notes shall be entitled,  in addition to all other available remedies, to
an injunction  restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

         L. Business  Day. For purposes of this Note,  the term  "business  day"
means  any day,  other  than a  Saturday  or  Sunday  or a day on which  banking
institutions  in the  State of New  York are  authorized  or  obligated  by law,
regulation  or  executive  order to close.  If any payment to be made  hereunder
shall be stated to be or become due on a day which is not a business  day,  such
payment shall be made on the next  following  business day and such extension of
time shall be included in computing interest in connection with such payment.

         M.  Certain   Waivers.   Borrower  and  each   endorser   hereby  waive
presentment,  notice of nonpayment or dishonor,  protest,  notice of protest and
all other notices in  connection  with the  delivery,  acceptance,  performance,
default or  enforcement  of payment of this Note, and hereby waive all notice or
right of approval of any  extensions,  renewals,  modifications  or forbearances
which may be allowed.

         N.  JURY  TRIAL  WAIVER.  BORROWER  HEREBY  WAIVES,  AND  HOLDER BY ITS
ACCEPTANCE  HEREOF  THEREBY  WAIVES,  TRIAL  BY  JURY  IN ANY  LEGAL  PROCEEDING

                                      -19-
<PAGE>
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR  OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE
RELATIONSHIP  EVIDENCED  HEREBY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR
HOLDER TO ACCEPT AND RELY UPON THIS NOTE.

         O.  Severability.  If any provision of this Note shall be prohibited or
invalid,  under  applicable  law, it shall be  ineffective  only to such extent,
without invalidating the remainder of this Note.

         P. Maximum  Interest Rate. If the effective  interest rate on this Note
would otherwise  violate any applicable  usury law, then the interest rate shall
be reduced to the  maximum  permissible  rate and any  payment  received  by the
Holder  in  excess  of the  maximum  permissible  rate  shall  be  treated  as a
prepayment of the principal of this Note.

               [Remainder of this page intentionally left blank.]


                                      -20-
<PAGE>

         IN WITNESS WHEREOF, Borrower has caused this Note to be executed by its
duly authorized officer as of the date first written above.


                    SPEEDCOM WIRELESS CORPORATION


                    By:      /s/ Mark Schaftlein
                          -------------------------------
                          Name:  Mark Schaftlein
                          Title:  Chief Financial Officer




                [Signature page to Convertible Promissory Note.]





                                      -22-
<PAGE>
                                                                     Exhibit A
                                                                    ----------

                          NOTICE OF OPTIONAL CONVERSION

To:      SPEEDCOM Wireless Corporation
         7020 Professional Parkway East
         Sarasota, FL   34240
         Facsimile:  (941) 355-0219
         Attention:  Chief Executive Officer

The undersigned  hereby irrevocably  elects to convert  $____________  principal
amount of the Note (the  "Conversion"),  into  shares of common  stock  ("Common
Stock") of SPEEDCOM Wireless  Corporation (the  "Corporation")  according to the
conditions  of the  Convertible  Promissory  Note dated  March  ____,  2003 (the
"Note"),  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.  No fee will be charged to the
holder for any conversion, except for transfer taxes, if any. A copy of the Note
is attached hereto (or evidence of loss, theft or destruction thereof).

The Corporation shall electronically transmit the Common Stock issuable pursuant
to this Notice of  Conversion to the account of the  undersigned  or its nominee
(which is  ________________)  with DTC  through  its  Deposit  Withdrawal  Agent
Commission System ("DTC Transfer").

In the event of partial exercise,  please reissue an appropriate Note(s) for the
principal balance which shall not have been converted.

Check Box if Applicable:

|_|      In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this  Notice of  Conversion  by way of DTC  Transfer,  the  undersigned
         hereby  requests  that  the  Corporation   issue  and  deliver  to  the
         undersigned  or  its  nominee  (if  applicable)  physical  certificates
         representing such shares of Common Stock.


                                    Date of Conversion:   _____________________

                                    Applicable Conversion Price: ______________

                                    Amount of Accrued and Unpaid Interest
                                    on the Principal Amount to be converted,
                                    if any: ___________________________________

                                    Default Amount to be converted, if any: ___

                                    Number of Shares of
                                    Common Stock to be Issued: ________________

                                    Signature: ________________________________

                                    Name: _____________________________________

                                    Address: __________________________________



                                      -23-

<PAGE>