FORM OF
                      7% CONVERTIBLE SUBORDINATED DEBENTURE


"THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED,  OR APPLICABLE STATE  SECURITIES LAWS, AND MAY NOT BE SOLD,  PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES
ACT,  PURSUANT TO  REGISTRATION  UNDER THE SECURITIES  ACT AND APPLICABLE  STATE
SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES  ACT AND APPLICABLE  STATE  SECURITIES  LAWS,  SUPPORTED BY AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH  REGISTRATION  IS NOT REQUIRED.  THIS SECURITY MAY NOT BE SOLD,  PLEDGED OR
OTHERWISE  TRANSFERRED  BY A HOLDER THAT IS NOT RESIDENT IN CANADA TO ANY PERSON
RESIDENT IN CANADA UNTIL 90 DAYS FOLLOWING ITS DATE OF ISSUE."


                                                                       $
                                                                        ________
                              INFOCAST CORPORATION

                                ___________, 2000


                  Infocast Corporation,  a Nevada corporation (together with its
successors and assigns,  "Issuer"), for value received hereby promises to pay to
____________  ("Holder") and its successors,  transferees  and assigns,  by wire
transfer of immediately  available  funds to an account  designated by Holder by
notice  to  Issuer  the  principal  sum  of  ____________________   ($_________)
("Debenture  Amount")  on March  31,2005  (the  "Maturity  Date"),  unless  this
Debenture shall have been repaid or converted prior thereto as provided  herein,
plus  accrued  and unpaid  interest  on such date and as  specified  below.  The
transferability of this 7% Convertible  Subordinated  Debenture is restricted as
provided in Section 6 below.

                  The  Debenture  Amount shall bear  interest  accruing from the
date hereof to the date this  Debenture  shall have been  converted or repaid in
full at seven percent (7.0%) per annum.  All  computations  of interest  payable
hereunder  shall be on the basis of a year of 365 days,  or 366 days in the case
of a leap year, and actual days elapsed in the period for which such interest is
payable.  The Issuer shall pay interest  semi-annually on March 31 and September
30, commencing  September 30,2000 to holders of record on March 15 and September
15, respectively.



<PAGE>

                  The Issuer  shall use its  reasonable  best  efforts to file a
registration statement with the United States Securities and Exchange Commission
to  register  the shares of common  stock,  par value  $.001 of the Issuer  (the
"Common  Stock")  issuable to the Holder upon  conversion of this Debenture (the
"Registration  Statement")  within  180 days from the date of  issuance  of this
Debenture and shall use its  reasonable  best efforts to have such  Registration
Statement  declared  effective as soon as possible  thereafter  and to keep such
Registration  Statement  current  until such time as the shares of Common  Stock
issuable upon conversion of this Debenture are freely tradeable pursuant to Rule
144(k)  promulgated  under the U.S.  Securities  Act of 1933,  as  amended  (the
"Securities  Act"), all at the Issuer's cost and expense (except  commissions or
discounts and attorney's fees and cost of the Holder).

                  Issuer  shall keep at its  principal  office a  register  (the
"Register")  in which shall be entered  the name and  address of the  registered
holder of this Debenture and of all transferees of this Debenture. The ownership
of this  Debenture  shall be proven by the  Register.  For the purpose of paying
principal and any interest on this  Debenture,  Issuer shall be entitled to rely
on the name and  address in the  Register  and  notwithstanding  anything to the
contrary  contained  in this  Debenture,  no Event of Default  shall occur under
Section  3.1(a) or (b) if  payment  of  principal  and any  interest  is made in
accordance with the name and address contained in the Register.

                  Section 1. Definitions. Capitalized terms used but not defined
in this  Debenture  shall have the  meanings  given to them in the  Subscription
Agreement.  In addition,  the  following  terms  (except as otherwise  expressly
provided) for all purposes of this Debenture shall have the respective  meanings
specified  below.  All  accounting  terms used herein and not expressly  defined
shall have the meanings given to them in accordance with U.S. generally accepted
accounting principles as in effect from time to time.

                  "Business  Day" shall mean any day on which banks in the State
of New York are not required or permitted by law to close.

                  "Default" shall mean any condition or event which  constitutes
an Event of  Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Debt" shall have the meaning set forth in Section 4.2.

                  "Debenture"  shall  mean  this  7%  Convertible   Subordinated
Debenture.

                  "Event of Default" shall have the meaning set forth in Section
3.1.

                  "Memorandum"  shall mean the  Confidential  Private  Placement
Memorandum,  dated  June  1,  2000,  received  by the  original  Holder  of this
Debenture  from the Issuer  containing  the terms and  conditions of the sale of
this Debenture.


                                        2

<PAGE>

                  "Qualified  Offering"  shall  have the  meanings  set forth in
Section 5.1

                  "Senior Debt" shall have the meaning set forth in Section 4.2.

                  "Subscription  Agreement" shall mean that certain subscription
agreement  between the Issuer and the Holder with respect to the subscription by
the Holder for this Debenture.

                  "Trading  Day" shall mean any day on which trading in the U.S.
equity markets of the principal national securities exchange is held.

                  Section 2. Payment Obligation.  No provision of this Debenture
shall  alter or  impair  the  obligations  of  Issuer,  which are  absolute  and
unconditional,  to pay the principal of and interest on this Debenture in lawful
money of the United States of America in immediately  available  funds not later
than 5:00 p.m.,  Eastern  Standard  Time on the date each such payment is due in
accordance  with this  Debenture,  subject to the conversion  provisions of this
Debenture as provided  herein.  Whenever any payment of this Debenture  shall be
stated to be due on a day which is not a Business  Day,  such  payment  shall be
made on the next succeeding Business Day and such extension of time shall not be
included in the computation of the payment of interest on this Debenture.

                  Section 3. Events of Default and Remedies.

                  Section  3.1.  Event  of  Default  Defined;   Acceleration  of
Maturity;  Waiver of Default.  In case one or more of the following events (each
an "Event of  Default")  (whatever  the reason  for such  Event of  Default  and
whether it shall be voluntary or  involuntary or be effected by operation of law
or pursuant to any judgment,  decree or order of any court or any order, rule or
regulation of any  administrative or governmental  body) shall have occurred and
be continuing:

                  (a) default in the payment of interest on this  Debenture when
the same  becomes due and payable and the default  continues  for a period of 30
days; or

                  (b) default in the payment of all or any part of the principal
of this  Debenture  when the same  becomes  due and  payable at  maturity,  upon
redemption, or otherwise; or

                  (c)  failure on the part of Issuer  duly to observe or perform
any other of the  agreements on the part of Issuer  contained in this  Debenture
(other than those  covered by clauses (a) and (b) above) for a period of 30 days
after the date on which written  notice  specifying  such failure,  stating that
such notice is a "Notice of Default"  hereunder and demanding that Issuer remedy
the same, shall have been given by registered or certified mail,  return receipt
requested, to Issuer; or

                  (d)  Issuer  pursuant  to or within  the  meaning  of any U.S.
Bankruptcy Law:


                                        3

<PAGE>

                           (i) commences a voluntary case or proceeding,

                           (ii)  consents  to the entry of an order  for  relief
                  against it in an involuntary case or proceeding,

                           (iii)  consents to the  appointment of a Custodian of
                  it or for all or substantially all of its property,

                           (iv) makes a general  assignment  for the  benefit of
                  its creditors, or

                           (v) admits in writing its  inability to pay its debts
                  as the same become due; or

                  (e) a court  of  competent  jurisdiction  enters  an  order or
decree under any U.S. Bankruptcy Law that:

                           (i) is for relief  against  Issuer in an  involuntary
                  case,

                           (ii)  appoints  a  Custodian  of Issuer or for all or
                  substantially all of the property of Issuer, or

                           (iii) orders the liquidation of Issuer,

         and such order or decree remains unstayed and in effect for 60 days;

then,  in each  case  where an Event of  Default  occurs,  Holder,  by notice in
writing to Issuer,  may declare  the  aggregate  Debenture  Amount to be due and
payable  immediately,  and upon  any such  declaration  the  same  shall  become
immediately due and payable;  provided that if an Event of Default  specified in
clause (d) or (e) of this Section 3.1 occurs,  the Debenture Amount shall become
and be immediately  due and payable  without any declaration or other act on the
part of Holder.

                  The term "U.S.  Bankruptcy  Law" means title 11, United States
Code or any  similar  United  States  federal  or state  law for the  relief  of
debtors. The term "Custodian" means any receiver, trustee, assignee,  liquidator
or similar official under any U.S. Bankruptcy Law.

                  Section 3.2. Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default.  No right or remedy herein  conferred upon or reserved to
Holder is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent  permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter  existing at
law or in equity or  otherwise.  The  assertion  or  employment  of any right or
remedy hereunder,  or otherwise,  shall not prevent the concurrent  assertion or
employment of any other appropriate right or remedy.


                                        4

<PAGE>

                  No delay or omission of Holder to exercise  any right or power
accruing upon any Event of Default  occurring and continuing as aforesaid  shall
impair any such right or power or shall be  construed to be a waiver of any such
Event of Default or an acquiescence therein; and every power and remedy given by
this  Debenture  or by law may be exercised  from time to time,  and as often as
shall be deemed expedient, by Holder.

                  Section  3.3.  Waiver of Past  Defaults.  Holder may waive any
past Event of Default  hereunder and its  consequences.  In the case of any such
waiver, Issuer and Holder shall be restored to their former positions and rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other Event of Default or impair any right consequent thereon.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been  cured and not to have  occurred,  and any Event of  Default
arising  therefrom shall be deemed to have been cured,  and not to have occurred
for every purpose of this  Debenture,  and the interest rate hereon shall not be
deemed to have  increased;  but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.

                  Section 4. Covenants. Issuer and Holder agree that, so long as
any amount payable under this Debenture remains unpaid:

                  Section 4.1. Payment of Debenture.  The Issuer will punctually
pay or cause to be paid the  Debenture  Amount and accrued  and unpaid  interest
thereon.  Any sums  required  to be withheld  from any payment of the  Debenture
Amount,  or interest on this  Debenture  by  operation of law or pursuant to any
order, judgement,  execution,  treaty, rule or regulation may be withheld by the
Issuer and paid over in accordance therewith.

                  Section 4.2. Subordination.  The Issuer agrees, and the Holder
by accepting  this Debenture  agrees,  that the  indebtedness  evidenced by this
Debenture  and the  payment  of  principal  thereof  and  interest  thereon  are
subordinated in right of payment to the prior payment in full of all Senior Debt
and that the  subordination is for the benefit of the holders of Senior Debt. By
its acceptance of this Debenture,  the Holder agrees to execute and deliver such
documents with respect to subordination as may be reasonably requested from time
to time by Issuer or a lender of Senior Debt.

                  "Debt"  means  the  principal  of  and  interest  on  (a)  all
indebtedness for borrowed money (including all indebtedness  evidenced by notes,
bonds,  debentures or other  securities  sold for money),  (b) all  indebtedness
incurred in the acquisition (whether by way of purchase,  merger,  consolidation
or otherwise) of any business,  real property or other assets (c)  guarantees of
indebtedness  described  in clauses (a),  (b) and (d) of any other  person,  (d)
capitalized  lease  obligations  and  (e)  renewals,   extensions,   refundings,
deferrals,   restructurings,   amendments   and   modifications   of  any   such
indebtedness, obligations or guarantee.

                                        5

<PAGE>

                  "Senior Debt" means Debt of the Issuer outstanding at any time
other than Debt which,  pursuant to its terms, is expressly  subordinate to this
Debenture.

                  Section 5. Conversion.

                  Section  5.1.  Conversion.  (a)  Holder  shall have the right,
exercisable  at any time before the Maturity  Date, by written notice to Issuer,
to convert this Debenture (in whole or in part) into such whole number of shares
of Common Stock as is equal to the quotient  obtained by dividing the  principal
amount to be converted by the conversion price in effect on the conversion date.
The initial conversion price for purposes of this Section 5 is $6.00, subject to
adjustment in certain  events  pursuant to the next sentence of this Section 5.1
and Section 7. If a  Registration  Statement has not been declared  effective by
the U. S. Securities and Exchange Commission by ______________  (that date being
300 days after the first issuance of Debentures pursuant to the Memorandum), the
initial conversion price shall be reduced from $6.00 to $5.70.

                  (b)  The  date  on  which  the  Holder  satisfies  all  of the
requirements  for  conversion is the  conversion  date.  As soon as  practicable
following the conversion  date,  the Issuer shall deliver a certificate  for the
number of full shares of Common Stock  issuable upon the  conversion and a check
in lieu of any  fractional  share in  accordance  with  Section 5.4 hereof.  The
person  in whose  name the  certificate  is  registered  shall be  treated  as a
stockholder of record on and after the conversion date.

                  (c) No payment or adjustment will be made for accrued interest
on a converted  Debenture.  If the conversion  date falls during the period from
the close of business on a record date preceding an interest payment date to the
opening of business on such interest  payment date, this Debenture shall (unless
this Debenture or a portion  thereof being  converted shall have been called for
redemption  on a  redemption  date  between  such record date and such  interest
payment date) also be  accompanied by payment of an amount equal to the interest
payable on such interest  payment date on the principal amount of the portion of
this Debenture then being  converted;  provided,  however,  that no such payment
need be made if there shall exist,  at the conversion  date, an Event of Default
in the payment of interest on this Debenture.

                  (d) Upon  surrender  of this  Debenture  that is  converted in
part,  the Issuer shall  authenticate  for the Holder a new  Debenture  equal in
principal amount to the unconverted portion of this Debenture surrendered.

                  (e) If the last day on which this  Debenture  may be converted
is not a Business Day, this  Debenture may be  surrendered  to the Issuer on the
next succeeding day that is a Business Day.


                                        6

<PAGE>

                  (f) To convert  this  Debenture,  the Holder must (1) complete
and sign the  conversion  notice on the back of this  Debenture and deliver such
notice to the Issuer,  (2) surrender this  Debenture to the Issuer,  (3) furnish
appropriate  endorsements  and transfer  documents if required by the Issuer and
(4) pay any  transfer  or similar  tax if  required.  The  Holder may  convert a
portion  of this  Debenture  if the  portion  is $1,000 or a whole  multiple  of
$1,000.

                  Section  5.2.  Other  Conversion/Redemption.  (a) In the event
that  Issuer  effects  the sale of Common  Stock in a public  offering  in North
America  with gross  proceeds  to the Issuer of not less than  $50,000,000  at a
public  offering  price per  share of at least  $12  prior to March 31,  2001 (a
"Qualified  Offering"),  the Issuer  shall give the Holder at least  thirty (30)
days prior written  notice to elect to, and the Holder must elect to (i) convert
all or a portion of this  Debenture  into such whole numbers of shares of Common
Stock as is equal to the quotient  obtained by dividing the principal  amount to
be  converted by the then  conversion  price or (ii) permit the Issuer to redeem
for cash all or a portion of this Debenture at a redemption price of 110% of the
principal amount of this Debenture together with accrued interest to the date of
redemption.  The redemption or conversion  shall be effected on the later of (i)
seven days after closing the Qualified  Offering or (ii) the date upon which the
shares of Common Stock issuable upon conversion of the Debenture and exercise of
the Warrants  issued  together  with this  Debenture  are  registered  under the
Securities Act.

                  (b) The Issuer shall send to the Holder in the manner provided
in Section 9 (the  "Issuer  Notice  Date") a notice from the Issuer (the "Issuer
Notice"). Such Issuer Notice shall contain the following information:

                           (i) that  the  Issuer  has  consummated  a  Qualified
                  Offering and that the Holder must elect to either convert this
                  Debenture  or permit  the Issuer to redeem  the  Debenture  in
                  accordance with this Section 5.2.

                           (ii)  that  the  Holder  must  complete  and sign the
                  conversion  notice attached to this Debenture  within ten days
                  of the Issuer Notice Date if the Holder elects to convert this
                  Debenture; and

                           (iii) the conversion price.

                  If the Holder does not provide the Issuer with the  conversion
notice as required,  the Issuer shall then be permitted to redeem this Debenture
pursuant to this Section 5.2 and the Issuer shall  provide  notice to the Holder
that shall identify the principal amount to be redeemed and shall state:

                  1.       The redemption price (including the amount of accrued
                           interest to be paid);

                  2.       The redemption date; and



                                        7

<PAGE>

                  3.       That interest on this  Debenture  ceases to accrue on
                           or after the redemption date.

                  Section 5.3. Other Conversion.  (a) If at any time after March
31, 2003,  the closing bid price of the Common Stock,  as reported by the Nasdaq
Small Cap Market, or the Issuer's then principal trading market,  exceeds $18.00
for 15 consecutive Trading Days, the Issuer shall have the right, at any time or
from time to time on at least thirty (30) days prior written notice,  to require
the Holder to convert all or a portion of this  Debenture  (plus all accrued and
unpaid interest thereon) at the then conversion price.

                  (b) At least 30 days before a conversion date pursuant to this
Section  5.3,  the Issuer  shall mail in the  manner  prescribed  in Section 9 a
notice of conversion to the Holder.

                  The notice shall identify the principal amount to be converted
and shall state:

                  1.       the conversion date;

                  2.       The conversion price; and

                  3.       that interest on the portion of this  Debenture to be
                           converted   ceases   to   accrue  on  and  after  the
                           conversion date.

                  If the  Issuer  elects to  require  the  Holder  to  convert a
portion  of this  Debenture,  the  Issuer  shall  deliver  to the  Holder  a new
Debenture  equal  in  principal  amount  to  the  unconverted  portion  of  this
Debenture.

                  Section 5.4.  Fractional  Shares.  Upon the conversion of this
Debenture  pursuant to either  Section 5.1, 5.2 or 5.3, no fractional  shares or
scrip  representing  fractional  shares  shall be  issued.  With  respect to any
fraction of a share  called for upon the  conversion  of this  Debenture  or any
portion  hereof,  a cash amount equal to the then  current  market value of such
fraction shall be paid to Holder.  The current market price of a share of Common
Stock is the closing  price of the Common Stock on the last Trading Day prior to
the  conversion  date.  In the  absence of such a  quotation,  the Issuer  shall
determine the then current market price as it considers appropriate.

                  Section 6. Restrictions Upon  Transferability and Registration
Requirement.  This Debenture has not been registered  under the U.S.  Securities
Act,  and  may  not  be  offered,  sold,  pledged,  hypothecated,   assigned  or
transferred except (i) pursuant to a Registration Statement, or (ii) pursuant to
a specific  exemption from registration under the Securities Act but only upon a
holder hereof first having obtained the written  opinion of U.S.  counsel to the
Issuer,  that  the  proposed  disposition  is  consistent  with  all  applicable
provisions of the Securities  Act as well as any applicable  "blue sky" or other
state securities law in the United States of America.  Furthermore,  no transfer
of

                                        8

<PAGE>

this Debenture  shall be effected until,  and a transferee  shall succeed to the
rights of the Holder,  only upon  registration  of the transfer by the Issuer in
the  Register  of the Issuer.  Prior to the  registration  of any  transfer by a
Holder as provided herein,  the Issuer (and any agent of the Issuer) shall treat
the person in whose name this  Debenture is  registered as the owner thereof for
all purposes.  Notwithstanding  anything herein to the contrary,  this Debenture
and the Company's  Common Stock Purchase  Warrants issued as part of a Unit with
this  Debenture are not  detachable  and  separately  transferable  prior to the
one-year anniversary of the date of issuance of this Debenture.

                  Section   7.   Reorganization;   Adjustments.   (a)   If   any
reorganization  or  reclassification  of the  capital  stock of the  Issuer,  or
consolidation  or merger of the Issuer with  another  corporation  (other than a
consolidation  or merger in which the Issuer is the continuing  corporation  and
which  does not  result in any  reclassification  or  change of the  outstanding
Common Stock),  or the sale of all or substantially all of its assets to another
corporation  shall be effected,  then,  as a condition  of such  reorganization,
reclassification,  consolidation,  merger or sale, lawful and adequate provision
shall be made whereby Holder shall thereafter have the right to receive upon the
terms and conditions  herein specified and in lieu of the shares of Common Stock
of the Issuer immediately theretofore convertible and receivable upon conversion
of this Debenture  such  securities or property as may be issued or payable with
respect to or in exchange  for a number of  outstanding  shares of Common  Stock
equal  to  the  number  of  shares  of  Common  Stock  immediately   theretofore
purchasable and receivable upon the conversion of this Debenture and in any such
case  appropriate  provision  shall  be made  with  respect  to the  rights  and
interests of Holder to the end that the  provisions  hereof shall  thereafter be
applicable,  as nearly as may be, in  relation  to any  securities  or  property
thereafter deliverable upon the exercise hereof. The Issuer shall not effect any
such  reorganization,   consolidation,  merger  or  sale  unless,  prior  to  or
contemporaneously  with the consummation  thereof, the successor corporation (if
other  than the  Issuer)  resulting  from  such  consolidation  or merger or the
corporation  purchasing such assets shall assume by written instrument  executed
and delivered to Holder,  the obligation to deliver to Holder such securities or
property as, in accordance with the foregoing provisions, Holder may be entitled
to purchase or receive.

                  (b) If the Issuer:

                      1.   pays a dividend or makes a distribution on its Common
                           Stock in shares of its Common Stock;

                      2.   subdivides  its  outstanding  shares of Common  Stock
                           into a greater number of shares;

                      3.   combines its outstanding  shares of Common Stock into
                           a smaller number of shares;


                                        9

<PAGE>


                      4.   pays a dividend or makes a distribution on its Common
                           stock in  shares  of its  capital  stock  other  than
                           Common Stock; or

                      5.   issues by  reclassification  of its Common  Stock any
                           shares of its capital stock,

then the conversion  price in effect  immediately  prior to such action shall be
adjusted so that the Holder may receive the number of shares of capital stock of
the Issuer which he would have owned immediately following such action if he had
converted this Debenture immediately prior to such action.

                  The adjustment  shall become effective  immediately  after the
record date in the case of a dividend or distribution and immediately  after the
effective date in the case of a subdivision, combination or reclassification.

                  (c) If the  Issuer  distributes  to all  holders of its Common
Stock any of its assets or debt securities or any rights or warrants to purchase
securities of the Issuer,  the conversion  price shall be adjusted in accordance
with the formula:

                                  AC = CC x M-F
                                                                  M
where

                  AC =     the adjusted conversion price.
                  CC =     the current conversion price.
                   M =     the current  market price per share of Common Stock
                           on the record date mentioned below.
                   F =     The fair  market  value on the  record  date of the
                           assets, securities,  rights or warrants applicable to
                           one share of Common Stock.  The Board of Directors of
                           the Company shall determine the fair market value.

                  The adjustment  shall become effective  immediately  after the
record  date for the  determination  of  stockholders  entitled  to receive  the
distribution.

                  This  Section  does  not  apply  to  cash  dividends  or  cash
distributions.

                  Section 8.  Modification  of Debenture.  This Debenture may be
modified,  amended or supplemented only by the written consent of the Holder and
the Issuer.

                  Section 9. Notices. Any notice or other communication required
or permitted  hereunder  shall be in writing and shall be delivered  personally,
telegraphed  or sent by certified  mail,

                                       10

<PAGE>


postage  prepaid , and  shall be  deemed  given  when so  delivered  personally,
telegraphed  or , if  mailed,  five (5) days  after the date of  deposit  in the
United States or Canada mail as follows:

                  (i)      if to the Issuer, to:

                           Infocast Corporation
                           One Richmond Street West, Suite 902
                           Toronto, Ontario M5h 3W4
                           Attention:  Secretary
                           with a copy to:

                           Olshan Grundman Frome Rosenzweig & Wolosky LLP
                           505 Park Avenue, 16th Floor
                           New York, New York 10022
                           Attention:  Jeffrey S. Spindler, Esq.

                  (ii)     if to the  Holder,  to the  address of such holder as
                           shown in the Register of the Issuer.

                  Section 10. Miscellaneous. This Debenture shall be governed by
and be  construed  in  accordance  with the laws of the State of New York in the
United  States of America  without  regard to the conflicts of law rules of such
state. Issuer hereby waives presentment,  demand,  notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this  Debenture,  except as  specifically  provided  herein,  and
assent to extensions of the time of payment,  or forbearance or other indulgence
without notice. Holder by acceptance of this Debenture agrees to be bound by the
provisions of this  Debenture.  The Section  headings herein are for convenience
only and shall not affect the construction hereof.



                                       11

<PAGE>

                  IN WITNESS  WHEREOF,  Issuer has caused this  instrument to be
duly executed as of this ____ day of ___________, 2000.

b
                                           INFOCAST CORPORATION


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


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<PAGE>

                                CONVERSION NOTICE


To convert this Debenture into Common Stock of the Issuer, check the box:   / /

To convert only part of this Debenture, state the amount to be converted: $_____


If you want the stock certificate made out in another person's name, fill in the
form below:

(Insert other person's social security or tax I.D. no.)_________________________

(Print or type other person's name, address and zip code):


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Date: _______________________            Your Signature: _______________________
                                                         (Sign  exactly  as your
                                                         name   appears  on  the
                                                         face of this Debenture)


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