<PAGE>   1
                                                                      Exhibit 4h

                                                                  EXECUTION COPY

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
         SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
         ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
         FROM SUCH REGISTRATION REQUIREMENTS.



                   8% CONVERTIBLE DEBENTURE DUE MARCH 31, 2003


         THIS 8% CONVERTIBLE DEBENTURE ("Debenture") is issued by DynaGen,
Inc.,a corporation duly organized and existing under the laws of the State of
Delaware and having its principal address at 840 Memorial Drive, Cambridge,
Massachusetts 02139 (the "Company").

         FOR VALUE RECEIVED, the Company promises to pay to Sovereign Partners,
having an address at 90 Grove Street, Richfield, CT 06877, the holder hereof, or
its order (the "Holder"), an amount equal to the principal sum of Eighty Seven
Thousand Five Hundred United States Dollars (U.S. $87,500) on March 31, 2003
(the "Maturity Date") plus interest accrued on the principal sum outstanding
under this Debenture from time to time, at the rate of 8% per annum due and
payable in arrears on the Maturity Date. Interest shall be calculated based on a
360 day year of twelve equal months. Accrual of interest shall commence on the
date hereof and shall continue until payment in full of the principal sum has
been made. This Debenture is payable on the Maturity Date solely in shares of
common stock, $0.01 par value per share, of the Company ("Common Stock"), valued
at the Market Price for Shares of Common Stock, as hereinafter defined. This
Debenture is subordinate to all secured indebtedness of the Company. This
Debenture may be redeemed by the Company upon thirty days' prior written notice,
to the holder for the then outstanding principal amount together with interest
accrued thereon; redemption shall be paid in cash.

         This Debenture is subject to the following additional provisions:

         1. Exchange. The Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different denominations, of not less than
$50,000 (or the total principal amount, if less than $50,000) each as requested
by the Holder surrendering the same. No service charge will be made for such
exchange.

         2. Transfers. This Debenture may be transferred or exchanged in the
United States only in compliance with the Securities Act of 1933, as amended
(the "Securities Act"), and applicable state securities laws and in accordance
with other applicable provisions hereof. Prior to due presentment for transfer
of this Debenture, the Company may treat the person in whose name this Debenture
is duly registered as the owner hereof for the purpose of receiving payment as
herein provided and all 
<PAGE>   2
other purposes, whether or not this Debenture is then overdue, and the Company
shall not be affected by notice to the contrary.

         3. Definitions. For purposes hereof, the following terms shall have
the following meanings:

            "Closing Date" shall mean the date of original issuance of this
Debenture.

            "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.

            "Conversion Date" shall have the meaning set forth in Section
4(c)(i).

            "Conversion Date Market Price" shall mean, at any Conversion Date
the average Market Price for Shares of Common Stock for the five trading days
immediately preceding the Conversion Date.

            "Conversion Notice" shall have the meaning set forth in Section
4(c).

            "Conversion Rate" shall have the meaning set forth in Section 1(k).

            "Event of Default" shall have the meaning set forth in Section 14.

            "Market Price for Shares of Common Stock" shall mean the price of
one share of Common Stock determined as follows:

                  (i)   If the Common Stock is listed on the Nasdaq SmallCap
Market, the closing bid price on the date of valuation, as reported by Bloomberg
Financial Markets; or

                  (ii)  If the Common Stock is listed on any other national
securities exchange, the closing bid price on the date of valuation, as reported
by Bloomberg Financial Markets; or

                  (iii) If neither (i) nor (ii) apply, but the Common Stock is
quoted in the over-the-counter market on the pink sheets or bulletin board, the
lowest sales price on the date of valuation, as reported by Bloomberg Financial
Markets; or

                  (iv) If none of clause (i), (ii) or (iii) above applies, the
market value as determined by an independent nationally recognized investment
banking firm or financial advisor retained in good faith by the Company for such
purpose, taking into consideration, among other factors, the earnings history,
book value and prospects for the Company, and the prices at which shares of
Common Stock recently have been traded. Such determination shall be conclusive
and binding on all persons.

                                      -2-
<PAGE>   3
                  "Outstanding Amount" shall mean the principal sum outstanding
under this Debenture and all accrued but unpaid interest thereon.

         4.   Conversion. This Debenture is subject to conversion as follows:

              (a) (i) Holder's Right to Convert. This Debenture shall be
convertible at any time and from time to time after the Closing Date and until
the Maturity Date, at the option of the Holder hereof into fully paid, validly
issued and nonassessable shares of Common Stock.

                  (ii) Accrued But Unpaid Interest. Notwithstanding anything in 
this Debenture to the contrary, the Outstanding Amount of this Debenture on any
Conversion Date shall include, without limitation, all accrued but unpaid
interest under this Debenture through such date.

              (b) Conversion Price for Converted Shares. The Outstanding Amount
of this Debenture that is converted into shares of Common Stock shall be
convertible into the number of shares of Common Stock determined in accordance
with the following formula:

                                     P + I
                          ----------------------------              
                          Conversion Date Market Price

                  P   = principal amount of this Debenture submitted for
                        conversion

                  I   = accrued but unpaid interest on the principal amount
                        of this Debenture submitted for conversion plus any
                        unpaid charges or amounts through the Conversion Date.

         The number of shares of Common Stock into which the Outstanding Amount
of this Debenture may be converted pursuant to this Section 4(b) is hereafter
referred to as the "Conversion Rate."

              (c) (i) Mechanics of Conversion. In order to convert this
Debenture (in whole or in part) into full shares of Common Stock, the Holder
shall surrender this Debenture, duly endorsed, by either overnight courier or
two-day courier, to the Company, and, in case of any conversion pursuant to
Section 4(a)(i), shall give written notice in the form of Exhibit A hereto (the
"Conversion Notice") by facsimile (with the original of such notice forwarded
with the foregoing courier) to the Company that the Holder elects to convert all
or the portion of the Outstanding Amount of this Debenture specified therein,
which notice and election shall be irrevocable by the Holder, provided, however,
that the Company shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon conversion unless this Debenture with
evidence of the principal amount hereof to be converted is delivered to the
Company as provided above, or the Holder notifies the Company that this
Debenture has been lost, stolen or destroyed and promptly executes an agreement
reasonably satisfactory to the Company to indemnify the Company from any loss
which may be incurred by it in connection with this Debenture. The date on which
a Conversion 


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<PAGE>   4
Notice is given (the "Conversion Date") shall be deemed to be the date the
Company received by facsimile the Conversion Notice, as evidenced by a printed
confirmation of receipt received by the Holder. Upon receipt of any Conversion
Notice, the Company shall immediately verify the Holder's calculation of the
Conversion Rate.

                  (ii) Issuance of Certificates. In the case of any Conversion
Notice given by the Holder, the Company shall use its best efforts to cause the
transfer agent for its Common Stock to issue and deliver as promptly as
practicable and in no event later than five (5) business days after receipt by
the Company of the Conversion Notice and the Debenture, or after receipt of the
agreement and indemnification referred to in Section 4(c) (the "Delivery Date"),
to such Holder or to its designee, a certificate or certificates for the number
of shares of Common Stock to which the Holder shall be entitled, together with a
Debenture for the principal amount not submitted for conversion. The person or
persons entitled to receive the shares of Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on the Conversion Date. If the Company shall not have the
requisite number of shares of Common Stock issuable upon conversion of the
Debenture by the Holder, then, without limiting the Company's obligation to
convert the Debenture, such conversion shall be made for each Holder, pro rata
according to the portion of the total Outstanding Amount of the portion of the
Debentures sought to be converted. At the Holder's option, the request for
conversion by the Holder shall be null and void for any portion of the
Debentures for which the Company does not have shares of Common Stock issuable
upon conversion as of the Conversion Date.

         5. Stock Splits: Dividends, Adjustments, Reorganizations

            (a) Subdivisions, Combinations, etc. If the Company shall subdivide
its outstanding Common Stock, by split-up, spin-off, or otherwise, or combine
its outstanding Common Stock, then the Conversion Rate in effect as of the date
of such subdivision, split-up, spin-off or combination shall be determined with
reference to the Market Price for shares of Common Stock as reported after such
subdivision split up, spin-off or combination without other adjustment.

            (b) Adjustment for Merger, Reorganization; etc. In the event that
at any time or from time to time after the Closing Date, the Common Stock
issuable upon conversion of this Debenture is changed into the same or a
different number of shares of any class or classes of stock, whether in
connection with a merger or consolidation, by recapitalization,
reclassification, reorganization or otherwise (other than a subdivision or
combination of shares or stock dividend or reorganization provided for elsewhere
in this Section 5, then and in each such event the Holder shall have the right
thereafter to convert this Debenture into the kind of securities receivable upon
such merger, recapitalization, reclassification or other change, all subject to
further adjustment as provided herein. In such event, the formula set forth
herein for conversion shall be equitably adjusted to reflect such change in
number of shares or, if shares of a new class of stock are issued, to reflect
the market price of the class or classes of stock (applying the same factors
used in determining the Market Price for Shares of Common Stock) issued in
connection with the above described transaction.

                                      -4-
<PAGE>   5
            (c) Certificate as to Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 5, the Company at its expense shall furnish
to the Holder a certificate from its independent auditors or an investment
banking firm setting forth (i) in reasonable detail the facts upon which such
adjustment is based, and (ii) the number of shares of Common Stock and the
amount of other property or securities that after giving effect thereto would be
received by the Holder upon conversion of this Debenture.

            (d) Disputes. In the event of a reasonable, good faith dispute
between the Holder and the Company with respect to the adjustments required by
Sections 5(a) or (b), then, at the option of either the Holder or the Company,
the dispute shall be submitted to the American Arbitration Association for
resolution according to the then applicable rules thereof. The cost of such
proceeding shall be shared 50% by the Holder and 50% by the Company, except that
each party shall bear its own legal and other expenses. Nothing in this Section
5(d) shall limit the Holder's legal remedies with respect to any other matter.

         6. Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares of Common Stock shall be issuable hereunder. The
number of shares of Common Stock that are issuable upon any conversion shall be
rounded up or down to the nearest whole share.

         7. Reservation of Stock Issuable Upon Conversion

         The Company shall use its best efforts to reserve and keep available at
all times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to satisfy any obligation to issue shares of its Common
Stock upon conversion of the Debenture; provided, however, that the aggregate
number of shares so reserved shall initially be 750,000 shares. The number of
shares so reserved may be reduced by the number of shares actually delivered
pursuant to partial conversion of the Debenture and the number of shares so
reserved shall be increased or decreased proportionally to reflect stock splits,
stock dividends and other distributions. In the event that the number of shares
so reserved shall be insufficient for issuance upon conversion of the Debenture
(without giving effect to any applicable conversion restrictions), the Company
shall use its best efforts and all due diligence to increase the number of
shares so reserved (without giving effect to any applicable conversion
restrictions) to cure such deficiency and, if necessary, to obtain the approval
by its shareholders therefor, including the authorization of such additional
number of shares of Common Stock as may be required to issue such shares in
excess of the number so reserved (either in the aggregate or as to the
Debenture) or in excess of such limitation, as the case may be.

         8. No Impairment. The Company shall not intentionally take any action
which would impair the contractual rights and privileges of the Debenture set
forth herein or of the Holder thereof.

         9. Limitations on Holder's Obligation to Convert. Notwithstanding
anything to the contrary contained herein, no Holder shall be required to
convert any part of this Debenture in excess of the portion then convertible
into that number of shares of Common Stock specified in the Holder's
representation to the Company that, after giving effect to the shares of the
Company's Common Stock to be issued pursuant to such Conversion Notice, the
total number of shares of Common Stock 


                                      -5-
<PAGE>   6
deemed beneficially owned by the Holder, together with all shares of the
Company's Common Stock deemed beneficially owned by the Holder's "affiliates" as
defined in Rule 144 of the Act, would exceed 9.9% of the total issued and
outstanding shares of the Company's Common Stock.

         10. Obligations Absolute. No provision of this Debenture, other than
conversion as provided herein, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place and rate, and in the manner,
herein prescribed.

         11. Waivers of Demand, Etc. The Company hereby expressly waives
demand and presentment for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, notice of intent to accelerate, prior notice of
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and will be directly and primarily liable for the payments of all
sums owing and to be owing hereon, regardless of and without any notice (except
as required by law), diligence, act or omission as or with respect to the
collection of any amount called for hereunder.

         12. Replacement Debenture. In the event that the Holder notifies the
Company that this Debenture has been lost, stolen or destroyed, a replacement
Debenture identical in all respects to the original Debenture (except for
registration number and Outstanding Amount, if different than that shown on the
original Debenture) shall be issued to the Holder, provided that the Holder
executes and delivers to the Company an agreement reasonably satisfactory to the
Company to indemnity the Company from any loss incurred by it in connection with
the Debenture and provided that the Company is provided a form of Debenture for
such replacement purposes.

         13. Payment of Expenses. The Company agrees to pay all debts and
expenses, including reasonable attorneys' fees and expenses, which may be
incurred by the Holder in enforcing the provisions of this Debenture and/or
collecting any amount due under this Debenture.

         14. Defaults. If one or more of the following events (hereinafter
called "Events of Default") shall occur:

            (a) The Company shall fail to perform or observe any covenant or
agreement under this Debenture or any other material obligation of the Company
to the Holder, and such failure shall continue uncured for a period of ten (10)
business days after notice from the Holder of such failure, or the Company shall
fail to make any payments upon redemption of this Debenture or fail to issue
shares of Common Stock upon conversion of this Debenture; or

            (b) The Company shall (i) make a general assignment for the benefit
of creditors or commence proceedings for its dissolution; or (ii) apply for or
consent to the appointment of a trustee, liquidator or receiver for it or for a
substantial part of its property or business; or

            (c) A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such
appointment; or

                                      -6-
<PAGE>   7
            (d) Any governmental agency or any court of competent jurisdiction
shall assume custody or control of the whole or any substantial portion of the
properties or assets of the Company and shall not be dismissed within sixty (60)
days thereafter, or

            (e) Bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings, or relief under any bankruptcy law or any law
for the relief of debt shall be instituted by or against the Company and, if
instituted against the Company, shall not be dismissed within sixty (60) days
after such institution, or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit to any material
allegations of, or default in answering a petition filed in, any such
proceeding;

then, or at any time thereafter prior to the date on which all continuing Events
of Default have been cured, and in each and every such case, unless such Event
of Default shall have been waived in writing by the Holder (which waiver shall
not be deemed to be a waiver of any subsequent default) at the option of the
Holder and in the Holder's sole discretion, the Holder may, by notice to the
Company declare this Debenture immediately due and payable, and the Holder may
immediately, and without expiration of any period of grace, enforce any and all
of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law. In such event, the Debenture shall be redeemed at a
redemption price in cash equal to the Outstanding Amount.

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

         16. Entire Agreement. This Debenture and the agreements referred to
in this Debenture constitute the full and entire understanding and agreement
between the Company and the Holder with respect to the subject hereof. Neither
this Debenture nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the
Holder.

         17. Assignment, Etc. The Holder may, transfer or assign this
Debenture or any interest herein (but in no event in an amount less than $50,000
in Outstanding Amount or, if less than $50,000, the total Outstanding Amount
hereof) and may mortgage, encumber or transfer any of its rights or interest in
and to this Debenture or any part hereof, and each assignee, transferee and
mortgagee (which may include any affiliate of the Holder) shall have the right
to so transfer or assign its interest; provided, however, that prior to any
transfer occurring before a registration statement contemplated by Section 21
hereof becomes effective, Holder will furnish the Company with an opinion of
counsel to the effect that such assignment, transfer, mortgage or other
encumbrance is exempt from the registration requirements under the Securities
Act and without limiting the generality of the foregoing will not violate, and
will not cause the Company to be in violation of Rule 152 promulgated under the
Securities Act. Each such assignee, transferee and mortgagee shall have all of
the rights and obligations of the Holder under this Debenture. The Company
agrees that, subject 


                                      -7-
<PAGE>   8
to the foregoing, after receipt by the Company of written notice of assignment
from the Holder or from the Holders' assignee, all principal, interest, and
other amounts which are then due and thereafter become due under this Debenture
shall be paid to such assignee at the place of payment designated in such
notice. This Debenture shall be binding upon the Company and its successors and
shall inure to the benefit of the Holder and its successors and assigns.

         18. No Waiver. No failure on the part of the Holder to exercise, and
no delay in exercising, any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Holder of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. Each and every right, remedy or power hereby
granted to the Holder or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Holder
from time to time.

         19. Miscellaneous. Unless otherwise provided herein, any notice or
other communication to a party hereunder shall be deemed to have been duly given
if personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid with a copy in each case sent on the same day to the
party by facsimile, Federal Express or other such expedited means to said party
at its address set forth herein or such other address as either may designate
for itself in such notice to the other and communications shall be deemed to
have been received when delivered personally or, if sent by mail or Federal
Express, when actually received by the party to whom it is addressed. Copies of
all notices to the Company shall be sent to:

                  DynaGen, Inc.
                  840 Memorial Drive
                  Cambridge, MA  02139
                  Attention:  President
                  Telephone:  (617) 491-2527
                  Telecopy:   (617) 354-3902

                  with a copy to:

                  Foley, Hoag & Eliot LLP
                  One Post Office Square
                  Boston, MA 02109
                  Attention:  David A. Broadwin, Esq.
                  Telephone:  (617) 832-1259
                  Telecopy:   (617) 832-7000



                                      -8-
<PAGE>   9
                  If to the Investor, to:

                  Sovereign Partners
                  90 Grove Street
                  Richfield, CT  06877
                  Attention:  Stephen Hicks
                  Telephone:  ______________
                  Telecopy:   ______________


Whenever the sense of this Debenture requires, words in the singular shall be
deemed to include the plural and words in the plural shall be deemed to include
the singular. Section headings are for convenience only and shall not affect the
meaning of this document.

         20. Choice of Law and Venue: Waiver of Jury Trial. THIS DEBENTURE
SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW THEREOF. The parties hereby (i)
irrevocably submit to the exclusive jurisdiction of the United States District
Court for the Southern District of New York for the purposes of any suit, action
or proceeding arising out of or relating to this Debenture and (ii) waive, and
agree not to assert in any such suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of such court, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. The Company consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to the Company
at the address in effect for notices to it under this Debenture and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 20 shall affect or limit any right to serve
process in any other manner permitted by law.

         21. Registration. The Company shall, as soon as practicable after
receiving a request in writing from the Holder pursuant to this Section 21 but
in no event more than 30 days following such receipt, file with the SEC a
Registration Statement on Form S-3 (or, if Form S-3 is not then available, on
such form of registration statement as is then available to effect a
registration of the shares issuable hereunder), and shall thereafter use its
best efforts to cause such registration statement to become effective. If such
registration statement has not been declared effective by the 90th day following
the notice referred to in this Section 21, then the Company shall pay to the
Holder an amount equal to 2 1/2 percent of the then outstanding principal amount
of this Debenture for each month from such 90th day until the registration
statement is declared effective by the SEC, provided, that such payment shall be
prorated for periods of less than one month. The shares issuable hereunder shall
also be entitled to "piggy-back" registration on the next registration statement
on Form S-3 filed by the Company after the date hereof.

         22. Late Delivery. The Company understands that a delay in the
issuance of the shares of Common Stock issuable upon conversion of this
Debenture beyond the Delivery Date could result in economic loss to the Holder.
As compensation to the Holder for such loss, the Company agrees 


                                      -9-
<PAGE>   10
to pay late payments to the Holder for late issuance of such shares in
accordance with the following schedule (where "No. Business Days Late" is
defined as the number of business days beyond five (5) business days from the
Delivery Date:

<TABLE>
<CAPTION>
                                            Late Payment for Each $10,000 of Outstanding
     No. Business Days Late                 Principal Amount Being Converted
<S>                                         <C> 
               1                                             $100
               2                                             $200
               3                                             $300
               4                                             $400
               5                                             $500
               6                                             $600
               7                                             $700
               8                                             $800
               9                                             $900
              10                                             $1,000
Greater than  10                                             $1,000 +$200 for each
                                                            Business Day Late beyond
                                                            10 days
</TABLE>

The Company shall pay any payments incurred under this Section 22 in immediately
available funds upon demand. Nothing herein shall limit the Holder's right to
pursue actual damages for the Company's failure to issue and deliver Common
Stock to the Holder. Furthermore, in addition to any other remedies which may be
available to the Holder, in the event that the Company fails for any reason to
effect delivery of such shares of Common Stock within five business days after
the Conversion Date, the Holder will be entitled to revoke the relevant
Conversion Notice by delivering a notice to such effect to the Company whereupon
the Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Conversion Notice (and in such event, the
late payments described above shall not be due and payable).

                                      * * *


                                      -10-
<PAGE>   11
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

                                             Dated as of            , 1998
                                                        ------------


                                        DYNAGEN, INC.


                                        By: Dhananjay G. Wadekar
                                            -----------------------------------
                                        Name:    Dhananjay G. Wadekar
                                        Title:



         The Holder agrees to be bound by all the provisions of this Debenture
applicable to it.

                                        SOVEREIGN PARTNERS


                                        By: /s/ Stephen Hicks 
                                        ---------------------------------------
                                        Name:
                                        Title:



                                      -11-
<PAGE>   12
                                    EXHIBIT A
                              NOTICE OF CONVERSION



To:  DynaGen, Inc.

         The undersigned, the holder of the within Debenture, hereby irrevocably
elects to convert this Debenture for the following principal amount, together
with interest accrued thereon up to the date hereof, for the number of shares of
Common Stock into which such aggregate amount is convertible as of the
Conversion Date pursuant to Section 4(b) of the Debenture.

PRINCIPAL AMOUNT: $______________________;

         The undersigned requests that the certificate for such shares of Common
Stock be issued in the name of, and delivered to the holder at the address
specified below.


Dated:__________________


                                            By:______________________________
                                            Name:____________________________
                                            Title:_____________________________

                                            (Signature must conform to name of 
                                            holder as specified on the face of 
                                            the Debenture)


                                            Address:

                                            ___________________________________

                                            ___________________________________




                                      -12-