Exhibit 3.8

          THIS DEBENTURE AND THE SECURITIES  OBTAINABLE UPON  CONVERSION  HEREOF
          (COLLECTIVELY,  THE  "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS
          OF ANY STATE.  THE  SECURITIES MAY NOT BE PLEDGED,  SOLD,  ASSIGNED OR
          TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
          UNDER SUCH ACT AND APPLICABLE  STATE SECURITIES LAWS OR PURSUANT TO AN
          APPLICABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SUCH ACT
          AND SUCH LAWS.

                   8% SENIOR CONVERTIBLE PROMISSORY DEBENTURE

U.S. $______________

     FOR VALUE  RECEIVED,  NESCO  Industries,  Inc., a Nevada  corporation  (the
"Company"),  hereby promises to pay to the order of ____________  (the "Lender")
the principal amount of _________________ ($___________) Dollars (the "Principal
Amount"),  together  with  interest on the  Principal  Amount  under this senior
convertible  promissory  debenture  (this  "Debenture") at the per annum rate of
eight (8%) percent  (calculated daily on the basis of a 360- day year and actual
calendar days elapsed).  Subject to conversion as provided herein, the Principal
Amount on this  Debenture  shall  become due and payable in one  installment  on
December 31, 2005 (the "Maturity  Date").  Interest shall become due and payable
on the Maturity Date.

     Both the Principal Amount and accrued interest (subject to the above) shall
be paid in lawful  money of the  United  States of  America to the Lender at the
offices of the  Company,  305 Madison  Avenue,  45th Floor,  New York,  New York
10165.

     If any payment hereunder falls due on a Saturday,  Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall be included in the computation of interest.

     This  Debenture  is one of a series  of 8%  Senior  Convertible  Promissory
Debentures  containing  substantially  identical  terms  and  conditions  issued
pursuant to that  certain  Agreement  by and  between  the Company and  Hydrogel
Design Systems, Inc. dated April 29, 2004.

     1. Senior. The indebtedness  evidenced by this Debenture and the payment of
the  Principal  Amount and  interest  thereof  shall be Senior  (as  hereinafter
defined) to, and have priority in right of payment over, all indebtedness of the
Company.  "Senior"  shall be deemed to mean that, in the event of any default in
the  payment  of  the  obligations  represented  by  this  Debenture  or of  any
liquidation,  insolvency,  bankruptcy,  reorganization,  or similar  proceedings
relating to the Company, all sums payable on this Debenture, shall first be paid
in full,  with  interest,  if any,  before  any  payment  is made upon any other
indebtedness,  now outstanding or hereinafter incurred,  and, in any such event,
any payment or  distribution  of any character which shall be made in respect of
any other indebtedness of the Company,  shall be paid over to the holder of this

<PAGE>

Debenture  for  application  to  the  payment  hereof,   unless  and  until  the
obligations  under this  Debenture  (which shall mean the  Principal  Amount and
other  obligations  arising out of, premium,  if any, interest on, and any costs
and expenses  payable under,  this Debenture) shall have been paid and satisfied
in full.

     2. Conversion.

     (a)   Conversion.   The  Lender   shall  have  the  right   ("Discretionary
Conversion")  to convert  all of the  principal  amount of this  Debenture  into
Common  Stock.  The  number of shares  of  Common  Stock to be issued  upon such
conversion  shall be equal to the  quotient  obtained by dividing (i) the amount
converted by the Lender by (ii) $0.08333 ("Conversion Price"). Any fraction of a
share  resulting  from these  calculations  shall be rounded upward to the whole
share. The Company covenants to cause such shares,  when issued pursuant to this
Section 2(a), to be fully paid and nonassessable, and free from all taxes, liens
and charges with respect to the issuance thereof, other than any taxes, liens or
charges  not  caused  by the  Company.  Accrued  interest  for  purposes  of all
conversion events shall be paid in cash within fifteen (15) calendar days of the
effective conversion date.

     (b)  Mechanics  and  Effect of  Conversion.  To  exercise  a  Discretionary
Conversion,  the Lender shall surrender its Debenture,  duly endorsed,  together
with a written  conversion notice to the Company at its principal office. At its
expense, the Company will, as soon as practicable thereafter,  issue and deliver
to such Lender, at its address,  a certificate or certificates for the number of
shares to which such Lender is entitled  upon such  conversion.  This  Debenture
shall be  deemed  to have  been  converted  immediately  prior  to the  close of
business  on the date of giving of such  notice and the Lender  shall be treated
for all purposes as the record holder of the Common Stock  deliverable upon such
conversion as of the close of business on such date.

     (c) No  Impairment.  The Company  will not, by amendment of its Amended and
Restated   Articles   of   Incorporation   or   through   any    reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Company,  but will at all times in good  faith  assist in the
carrying  out of all the  provisions  of this Section 2 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
conversion rights of the Lender of this Debenture against impairment.

     3.  Reservation of Shares.  The Company shall at all times have  authorized
and reserved for issuance a sufficient  number of shares of its capital stock to
provide for the full conversion of this Debenture.

     4.  Change of  Control.  In the event of (i) any  transaction  or series of
related  transactions  (including any  reorganization,  merger or consolidation)
that results in the transfer of 50% or more of the  outstanding  voting power of
the Company,  and (ii) a sale of all or  substantially  all of the assets of the
Company  to  another  person,  this  Debenture  shall be  automatically  due and
payable.  The Company will give the Lender not less than ten (10)  business days
prior written notice of the occurrence of any events referred to in this Section
4.
<PAGE>


     5. Certain Adjustments. The number and class or series of shares into which
this  Debenture  may be converted  under  Section  2(b)(ii)  shall be subject to
adjustment in accordance with the following provisions:

     (a)  Adjustment  for  Reorganization  or  Recapitalization.  If, while this
Debenture  remains  outstanding  and has not been  converted,  there  shall be a
reorganization or recapitalization (other than a combination,  reclassification,
exchange or subdivision of shares otherwise provided for herein),  all necessary
or  appropriate  lawful  provisions  shall  be  made so that  the  Lender  shall
thereafter  be  entitled  to receive  upon  conversion  of this  Debenture,  the
greatest number of shares of stock or other securities or property that a holder
of the class of securities  deliverable  upon conversion of this Debenture would
have been entitled to receive in such reorganization or recapitalization if this
Debenture  had  been  converted  immediately  prior  to such  reorganization  or
recapitalization,  all subject to further adjustment as provided in this Section
5. If the per  share  consideration  payable  to the  Lender  for such  class of
securities in connection with any such  transaction is in a form other than cash
or  marketable  securities,  then  the  value  of such  consideration  shall  be
determined  in good faith by the  Company's  Board of  Directors.  The foregoing
provisions of this paragraph shall similarly apply to successive reorganizations
or  recapitalizations  and to the stock or securities  of any other  corporation
that are at the time receivable  upon the conversion of this  Debenture.  In all
events,  appropriate  adjustment  shall  be  made  in  the  application  of  the
provisions of this Debenture  (including  adjustment of the conversion price and
number of shares into which this Debenture is then  convertible  pursuant to the
terms and conditions of this Debenture) with respect to the rights and interests
of the Lender  after the  transaction,  to the end that the  provisions  of this
Debenture shall be applicable after that event, as near as reasonably may be, in
relation to any shares or other  property  deliverable  or  issuable  after such
reorganization or recapitalization upon conversion of this Debenture.

     (b)  Adjustments  for Split,  Subdivision or Combination of Shares.  If the
Company at any time while this Debenture  remains  outstanding and  unconverted,
shall split or subdivide any class of securities  into which this  Debenture may
be converted into a different number of securities of the same class, the number
of shares of such class issuable upon  conversion of this Debenture  immediately
prior to such split or subdivision  shall be  proportionately  increased and the
conversion  price  for  such  class  of  securities  shall  be   proportionately
decreased.  If the  Company  at any time while this  Debenture,  or any  portion
hereof,   remains  outstanding  and  unconverted  shall  combine  any  class  of
securities into which this Debenture may be converted,  into a different  number
of  securities  of the same class,  the number of shares of such class  issuable
upon conversion of this Debenture immediately prior to such combination shall be
proportionately  decreased and the conversion price for such class of securities
shall be proportionately increased.

     (c) Adjustments for Dividends in Stock or Other Securities or Property. If,
while this Debenture  remains  outstanding and  unconverted,  the holders of any
class of securities as to which conversion  rights under this Debenture exist at
the time shall  have  received,  or, on or after the  record  date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or  additional  stock or other  securities or

<PAGE>

property  (other than cash) of the Company by way of dividend,  then and in each
case, this Debenture  shall  represent the right to acquire,  in addition to the
number of shares of such class of security  receivable  upon  conversion of this
Debenture,  and without payment of any additional  consideration  therefor,  the
amount of such other or additional  stock or other securities or property (other
than  cash) of the  Company  that  such  holder  would  hold on the date of such
conversion had it been the holder of record of the class of security  receivable
upon conversion of this Debenture on the date hereof and had thereafter,  during
the period from the date hereof to and  including  the date of such  conversion,
retained  such  shares  and/or all other  additional  stock  available  by it as
aforesaid during said period, giving effect to all adjustments called for during
such period by the provisions of this Section 5.

     (d)  Adjustment  of  Conversion  Price.  Except  as  otherwise  hereinafter
provided  below,  in the event that the Company shall, at anytime after the date
hereof, issue or sell any shares of Common Stock or issue any options, rights or
warrants to purchase  Common Stock or issue any securities  convertible  into or
exchangeable  for Common Stock at an exercise or conversion price below the then
effective  Conversion Price (such lower per share Common Stock sale price and/or
derivative  security  exercise or conversion  price below the  Conversion  Price
being referred to as the "Lowered Conversion Price"),  then the Conversion Price
shall (until another such issuance or sale) be reduced to the price  (calculated
to the nearest  full cent)  equal to the  quotient  derived by  dividing  (A) an
amount equal to the sum of (X) the product of (a) the Conversion Price in effect
immediately  prior to such issuance or sale,  multiplied by (b) the total number
of shares of Common  Stock  outstanding  immediately  prior to such  issuance or
sale, plus (Y) the aggregate of the amount of all consideration  received by the
Company upon such  issuance or sale, by (B) the total number of shares of Common
Stock outstanding  immediately after such issuance or sale;  provided,  however,
that in no event  shall  the  Conversion  Price  be  adjusted  pursuant  to this
computation to an amount in excess of the Conversion Price in effect immediately
prior to such computation.

     No  adjustment  to the  Conversion  Price shall be made pursuant to Section
5(d)with  respect to (i) shares of Common Stock  issuable upon exercise of other
options,  warrants and convertible securities outstanding as of the date hereof,
or (ii) the  issuance  or sale of any shares of capital  stock,  or the grant of
options  exercisable  therefore,  issued  or  issuable  after  the  date of this
Debenture, to directors,  officers,  employees,  advisers and consultants of the
Company or any  subsidiary  pursuant to any  incentive  or  non-qualified  stock
option plan or  agreement,  stock  purchase plan or  agreement,  employee  stock
ownership plan (ESOP), or such other similar  compensatory  options,  issuances,
arrangements or plans approved by the Company's Board of Directors.

     6.  Further  Adjustments.  In case at any time or,  from time to time,  the
Company  shall take any action that affects the class of  securities  into which
this  Debenture may be converted  under Section  2(b)(ii),  other than an action
described herein,  then,  unless such action will not have a materially  adverse
effect  upon the  rights of the  Lender,  the  number of shares of such class of
securities (or other  securities) into which this Debenture is convertible shall
be  adjusted  in such a manner  and at such  time as shall be  equitable  in the
circumstances.
<PAGE>

     7. Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to Section 5 or Section 6, the Company at its sole expense
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms  hereof  and  furnish  to the  Lender a  certificate  setting  forth  such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Lender,  furnish or cause to be  furnished  to Lender a like
certificate  setting forth (i) such adjustments and readjustments,  and (ii) the
number and class of securities  and the amount,  if any, of other property which
at the time  would be  received  upon the  conversion  of this  Debenture  under
Section 2.

     8 Affirmative  Covenants.  The Company covenants and agrees that, while any
amounts under this Debenture are outstanding, it shall:

     (a) Do all things  necessary  to preserve and keep in full force and effect
its corporate existence,  including, without limitation, all licenses or similar
qualifications  required by it to engage in its business in all jurisdictions in
which it is at the time so  engaged;  and  continue to engage in business of the
same  general type as  conducted  as of the date  hereof;  and (ii)  continue to
conduct its business  substantially  as now conducted or as otherwise  permitted
hereunder;

     (c)  Pay  and  discharge  promptly  when  due all  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect  of its  property  before the same  shall  become  delinquent  or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such  properties or any part  thereof,  unless,  in each case,  the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  and the Company  has  maintained  adequate  reserves  with  respect
thereto in accordance with GAAP;

     (d) Comply in all material respects with all federal,  state and local laws
and regulations,  orders, judgments, decrees,  injunctions,  rules, regulations,
permits,   licenses,   authorizations   and   requirements   applicable   to  it
(collectively,   "Requirements")  of  all  governmental   bodies,   departments,
commissions,  boards,  companies or associations insuring the premises,  courts,
authorities, officials or officers which are applicable to the Company or any of
its properties,  except where the failure to so comply would not have a material
adverse effect on the results or operations of the Company and its  Subsidiaries
taken as a whole ("Material Adverse Effect");  provided,  however,  that nothing
provided  herein shall prevent the Company from  contesting  the validity or the
application of any Requirements;

     (e) Keep proper  records and books of account  with respect to its business
activities,  in  which  proper  entries,   reflecting  all  of  their  financial
transactions, are made in accordance with GAAP; and

     (f) Notify the Lender in writing,  promptly upon learning  thereof,  of any
litigation or  administrative  proceeding  commenced or  threatened  against the
Company which involve a claim in excess of $50,000.
<PAGE>

     9.  Negative  Covenants.  The Company  covenants  and agrees that while any
amount of this Debenture is outstanding it will not directly or indirectly:

     (a) Incur, guarantee,  assume or otherwise become responsible for (directly
or indirectly) any indebtedness  that is senior or pari passu to the Debentures,
without the prior written consent of the Debenture Requisite Holders;

     (b) Declare or pay,  directly  and  indirectly,  any  dividends or make any
distributions,  whether in cash, property,  securities or a combination thereof,
with respect to (whether by reduction of capital or otherwise) any shares of its
capital stock (including  without limitation any preferred stock) or directly or
indirectly redeem, purchase, retire or otherwise acquire for value any shares of
any class of its capital stock or set aside any amount for any such purpose; and

     (c) Sell,  transfer,  discount  or  otherwise  dispose of any claim or debt
owing to it, including,  without limitation,  any notes,  accounts receivable or
other rights to receive payment, except for reasonable  consideration and in the
ordinary course of business.

     10.  Events of  Default.  The entire  unpaid  Principal  Amount  under this
Debenture  and the interest due thereon  shall  forthwith  become and be due and
payable,  without presentment,  demand, protest or other notice of any kind, all
of which are hereby expressly waived, if any one or more of the following events
(herein  called  "Events  of  Default")  shall  have  occurred  (for any  reason
whatsoever and whether such happening  shall be voluntary or involuntary or come
about or be effected by  operation of law or pursuant to or in  compliance  with
any judgment,  decree or order of any court or any order,  rule or regulation of
any  administrative or governmental  body) and be continuing at the time of such
notice,  except to the extent contemplated by the opening paragraph hereof, that
is to say:

     (a) the  Company  shall  (i)  fail to pay any  amounts  owed  hereunder  as
required  under the  terms of this  Debenture  or (ii) have an event of  default
occur and be  continuing  under  indebtedness  of the  Company  (other than this
Debenture)  such  that  the  holders  of such  indebtedness  have  declared  the
outstanding principal and accrued interest to be immediately due and payable;

     (b) if the Company shall:

     (i) admit in  writing  its  inability  to pay its debts  generally  as they
become due;

     (ii) file a petition in bankruptcy  or a petition to take  advantage of any
insolvency act;

     (iii) make an assignment for the benefit of creditors;

     (iv)  consent  to  the  appointment  of a  receiver  of  the  whole  or any
substantial part of its assets;
<PAGE>

     (v) on a  petition  in  bankruptcy  filed  against  it,  be  adjudicated  a
bankrupt; or

     (vi) file a petition or answer seeking  reorganization or arrangement under
the Federal bankruptcy laws or any other applicable law or statute of the United
States of America or any State, district or territory thereof;

     (c) if a court of competent jurisdiction shall enter an order, judgment, or
decree  appointing,  without the consent of the Company, a receiver of the whole
or any substantial part of Company's assets, and such order,  judgment or decree
shall not be  vacated  or set  aside or  stayed  within 90 days from the date of
entry thereof

     (d) if,  under the  provisions  of any  other law for the  relief or aid of
debtors, any court of competent  jurisdiction shall assume custody or control of
the whole or any  substantial  part of  Company's  assets  and such  custody  or
control  shall  not be  terminated  or  stayed  within  90 days from the date of
assumption of such custody or control; or

     (e) the Company  shall  default (and not cure within 10 days after  written
notice  of  such  default)  in the  performance  of,  or  violate  any  material
representation,  warranty,  or covenant  contained  in the  Securities  Purchase
Agreement or in any written statement pursuant thereto or hereto, or any report,
financial  statement  or  certificate  made or  delivered  to the  Lender by the
Company  shall be untrue or incorrect in any  material  respect,  as of the date
when made or deemed made.

     11.  Remedies.  In case an Event of Default has occurred and is continuing,
Lender by written  notice to the Company,  may declare the  principal  amount of
this Debenture,  plus accrued interest,  to be immediately due and payable,  and
upon any such  declaration  such principal and accrued interest shall become due
and  payable  immediately.  Upon such  declaration,  the rate of interest on the
unpaid  principal shall be increased to fourteen percent (14%) per annum or such
lower rate that is the maximum rate allowed by law (the "Default Rate") from the
date of such  declaration  until such unpaid  principal  is repaid in full.  The
provisions  herein for a Default Rate shall not be deemed to extend the time for
any payment  hereunder or to  constitute a "grace  period"  giving the Company a
right to cure any  default.  In case an Event of Default  described  in Sections
10(b),  10(c) or 10(d) above  occurs,  such  amounts will become due and payable
without  any  declaration  or any act on the part of the  Agent  or any  Holder.
Except as  provided  herein,  the Company and all  endorsers  of this  Debenture
hereby waive  presentment  for payment,  protest,  and notice of protest of this
Debenture.  The  Company  and all  endorsers  of this  Debenture  shall  pay the
Holder's  reasonable  expenses  and  costs  in  collecting  and  enforcing  this
Debenture.

     12. Omitted.

     13. Amendments and Waivers. Any provision of this Debenture to the contrary
notwithstanding,  changes in or additions  to this  Debenture  may be made,  and
compliance  with any term,  covenant,  condition or  provision  set forth in the
Debentures  may be  omitted  or  waived  (either  generally  or in a  particular
instance and either retroactively or prospectively), and any default or Event of
Default and the consequences  thereof may be waived, by a consent or consents in
writing signed by the Debenture Requisite Holders;  provided,  however, that (i)
the Company shall deliver  copies of the form of such consent or consents to any
Lender who did not execute the same;  (ii) no such consent shall be effective to
reduce the  principal of or rate of interest  payable on any  Debentures,  or to
postpone the date fixed for the payment of the principal  thereof or of interest
thereon,  without the consent of the Lender of each  Debenture so affected;  and
(iii) no such consent  shall extend to or impair any  obligation  not  expressly
waived or impair any right consequent thereon.  Any consent may be given subject
to satisfaction of conditions stated therein. A waiver on any occasion shall not
be  construed  as a bar to or a waiver of any such right or remedy on any future
occasion.

     14. Notices.  All notices,  requests,  consents,  and other  communications
under this Debenture shall be in writing and shall be deemed delivered (i) three
(3)  business  days after being sent by  registered  or certified  mail,  return
receipt requested, postage prepaid or (ii) one (1) business day after being sent
via a reputable  nationwide overnight courier service guaranteeing next business
day delivery, in each case to the intended recipient as set forth below:


        If to the Company:

        NESCO Industries, Inc.
        305 Madison Avenue, Suite 4510
        New York, NY 10165
        Attn: Matthew L. Harriton, President


     If to the  Lender:  at the  address on file with the company as provided by
Lender

     (ii) Any party may give any notice, request, consent or other communication
under this  Debenture  using any other  means  (including,  without  limitation,
personal delivery,  messenger service,  telecopy, first class mail or electronic
mail),  but no such notice,  request,  consent or other  communication  shall be
deemed to have been duly given  unless and until it is actually  received by the
party for whom it is  intended.  Any  party  may  change  the  address  to which
notices,  requests,  consents  or  other  communications  hereunder  are  to  be
delivered  by giving  the other  parties  notice in the manner set forth in this
Section.

     15. Conflicting Agreements. In the event of any inconsistencies between the
terms of this Debenture and the terms of any other document  related to the loan
evidenced by this Debenture, the terms of this Debenture shall prevail.

     16.  Severability.  The  unenforceability or invalidity of any provision or
provisions of this Debenture as to any persons or circumstances shall not render
that  provision  or those  provisions  unenforceable  or invalid as to any other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.
<PAGE>

     17.  Governing Law. This Debenture shall be governed by and construed under
the laws of the  State of New  York as  applied  to  agreements  among  New York
residents entered into and to be performed entirely within New York. The Company
(1) agrees that any legal suit, action or proceeding  arising out of or relating
to this  Debenture  shall be  instituted  exclusively  in New York State Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District of New York,  (2) waives any objection  which the Company may
have now or hereafter to the venue of any such suit,  action or proceeding,  and
(3)  irrevocably  consents  to the  jurisdiction  of the New York State  Supreme
Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. The Company further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or  proceeding  in the New York  State  Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and agrees  that  service  of  process  upon the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS DEBENTURE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     18. Waivers. The nonexercise by either party of any of its rights hereunder
in any particular  instance shall not constitute a waiver thereof in that or any
subsequent instance.

     19. Lost Documents. Upon receipt by the Company of evidence satisfactory to
it of the loss,  theft,  destruction  or  mutilation  of this  Debenture  or any
Debenture  exchanged for it, and (in the case of loss,  theft or destruction) of
indemnity  reasonably  satisfactory  to it (including  the posting of a bond, if
reasonably  requested),  and upon reimbursement to the Company of all reasonable
expenses  incidental  thereto,  and  upon  surrender  and  cancellation  of such
Debenture,  if  mutilated,  the  Company  will make and  deliver in lieu of such
Debenture a new Debenture of like tenor and unpaid principal amount and dated as
of the original date of this Debenture.

                            [Signature Page Follows]

<PAGE>

     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Debenture as of the date first written above.


                                NESCO INDUSTRIES, INC.


                                By:     __________________________
                                           Matthew L. Harriton
                                              President