NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE SECURITIES AND THE SECURITIES  ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: February 15, 2005
Original Conversion Price (subject to adjustment herein): $0.023

                                                                        $150,000


                       PRIME PLUS 2% CONVERTIBLE DEBENTURE
                               DUE APRIL 30, 2005

     THIS  DEBENTURE  is issued by Genio  Group,  Inc. a  Delaware  corporation,
having a  principal  place of business  at 15 East 26th  Street,  Suite 1711 New
York, NY 10010 (the "Company"),  designated as its 8% Convertible Debenture, due
April 30, 2005 (the "Debentures").

     FOR VALUE  RECEIVED,  the  Company  promises  to pay to  CRESTVIEW  CAPITAL
MASTER,  LLC or its  registered  assigns (the  "Holder"),  the  principal sum of
$150,000 on April 30, 2005 or such earlier date as this Debenture is required or
permitted to be repaid as provided  hereunder (the "Maturity Date"),  and to pay
interest  to the  Holder  on the  aggregate  unconverted  and  then  outstanding
principal  amount of this Debenture in accordance  with the  provisions  hereof.
This Debenture is subject to the following additional provisions:

     Section 1.  Definitions.  For the purposes hereof, in addition to the terms
defined elsewhere in this Debenture the following terms shall have the following
meanings:

          "Alternate  Consideration" shall have the meaning set forth in Section
     5(e)(iii).

          "Automatic  Conversion"  shall have the  meaning  set forth in Section
     4(b).



<PAGE>

          "Automatic  Conversion Amount" shall mean the sum of (i) the principal
     amount of the Debenture then outstanding,  (ii) accrued but unpaid interest
     and (iii) accrued but unpaid liquidated damages.

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

          "Automatic Conversion Notice Date" shall have the meaning set forth in
     Section 4(b).

          "Bankruptcy  Event" means any of the following events: (a) the Company
     or any  Significant  Subsidiary (as such term is defined in Rule 1.02(s) of
     Regulation  S-X)  thereof  commences a case or other  proceeding  under any
     bankruptcy,  reorganization,  arrangement,  adjustment  of debt,  relief of
     debtors,  dissolution,  insolvency  or  liquidation  or similar  law of any
     jurisdiction relating to the Company or any Significant Subsidiary thereof;
     (b) there is commenced  against the Company or any  Significant  Subsidiary
     thereof any such case or proceeding  that is not  dismissed  within 60 days
     after commencement;  (c) the Company or any Significant  Subsidiary thereof
     is adjudicated  insolvent or bankrupt or any order of relief or other order
     approving any such case or  proceeding  is entered;  (d) the Company or any
     Significant  Subsidiary thereof suffers any appointment of any custodian or
     the  like  for it or any  substantial  part  of its  property  that  is not
     discharged  or stayed  within 60 days;  (e) the Company or any  Significant
     Subsidiary thereof makes a general assignment for the benefit of creditors;
     (f) the Company or any  Significant  Subsidiary  thereof calls a meeting of
     its  creditors  with a view  to  arranging  a  composition,  adjustment  or
     restructuring  of  its  debts;  or  (g)  the  Company  or  any  Significant
     Subsidiary  thereof,  by any act or failure to act, expressly indicates its
     consent to,  approval of or  acquiescence  in any of the foregoing or takes
     any  corporate  or other  action for the  purpose of  effecting  any of the
     foregoing.

          "Business Day" means any day except Saturday, Sunday and any day which
     shall be a federal  legal  holiday in the  United  States or a day on which
     banking institutions in the State of New York are authorized or required by
     law or other government action to close.

          "Change of Control  Transaction"  means the occurrence  after the date
     hereof of any of (i) an acquisition  after the date hereof by an individual
     or legal  entity or "group" (as  described in Rule  13d5(b)(1)  promulgated
     under the Exchange  Act) of effective  control  (whether  through  legal or
     beneficial  ownership  of capital  stock of the  Company,  by  contract  or
     otherwise) of in excess of 50% of the voting securities of the Company,  or
     (ii) a  replacement  at one time or  within a one year  period of more than
     one-half of the members of the  Company's  board of directors  which is not
     approved by a majority of those individuals who are members of the board of
     directors  on the date hereof (or by those  individuals  who are serving as
     members of the board of directors on any date whose nomination to the board
     of  directors  was  approved  by a majority  of the members



                                       2
<PAGE>

     of the board of directors who are members on the date hereof), or (iii) the
     execution by the Company of an agreement to which the Company is a party or
     by which it is bound,  providing  for any of the events set forth  above in
     (i) or (ii).

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" means the common stock, par value $0.0001 per share, of
     the  Company  and stock of any other  class  into  which  such  shares  may
     hereafter have been reclassified or changed.

          "Conversion  Date" shall have the  meaning  set forth in Section  4(a)
     hereof.

          "Dilutive  Issuance"  shall have the meaning set forth in Section 5(b)
     hereof.

          "Event of Default" shall have the meaning set forth in Section 8.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Fundamental  Transaction" shall have the meaning set forth in Section
     5(e)(iii) hereof.

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

          "Force  Conversion  Notice  Date"  shall have the meaning set forth in
     Section 6(c).

          "Interest  Conversion Rate" means 90% of the lesser of (i) the average
     of the 20 VWAPs immediately  prior to the applicable  Interest Payment Date
     or (ii)  the  average  of the 20  VWAPs  immediately  prior to the date the
     applicable  interest  payment  shares are issued and delivered if after the
     Interest Payment Date.

          "Late Fees"  shall have the meaning set forth in the second  paragraph
     to this Debenture.

          "Mandatory  Prepayment  Amount" for any Debentures shall equal the sum
     of (i) the greater of: (A) 120% of the principal amount of Debentures to be
     prepaid, plus all accrued and unpaid interest thereon, or (B) the principal
     amount of  Debentures  to be  prepaid,  plus all other  accrued  and unpaid
     interest  hereon,  divided  by the Set Price on (x) the date the  Mandatory
     Prepayment  Amount  is  demanded  or  otherwise  due or (y)  the  date  the
     Mandatory Prepayment Amount is paid in full, whichever is less,  multiplied
     by the VWAP on (x) the date the Mandatory  Prepayment Amount is demanded or
     otherwise  due or (y) the date the Mandatory  Prepayment  Amount is paid in
     full, whichever is greater, and (ii) all other amounts, costs, expenses and
     liquidated damages due in respect of such Debentures.



                                       3
<PAGE>

          "Optional  Redemption"  shall  have the  meaning  set forth in Section
     6(a).

          "Optional  Redemption  Amount"  shall  mean the sum of (i) 110% of the
     principal amount of the Debenture then outstanding, (ii) accrued but unpaid
     interest and (iii) all liquidated  damages and other amounts due in respect
     of the Debenture.

          "Optional  Redemption  Notice"  shall  have the  meaning  set forth in
     Section 6(a).

          "Optional  Redemption Notice Date" shall have the meaning set forth in
     Section 6(a).

          "Optional  Redemption  Price"  shall  have the  meaning  set  forth in
     Section 6(a).

          "Original Issue Date" shall mean the date of the first issuance of the
     Debentures  regardless  of the number of  transfers  of any  Debenture  and
     regardless  of the number of  instruments  which may be issued to  evidence
     such Debenture.

          "Person"  means  a  corporation,   an   association,   a  partnership,
     organization,   a  business,  an  individual,  a  government  or  political
     subdivision thereof or a governmental agency.

          "Preferred  Stock" shall have the meaning as set forth in the Purchase
     Agreement.

          "Purchase Agreement" means the Securities Purchase Agreement, dated as
     of July 15,  2004,  to which the  Company  and the Holder are  parties,  as
     amended,  modified or supplemented from time to time in accordance with its
     terms.  All capitalized  terms used but not otherwise  defined herein shall
     have the meanings set forth in the Purchase Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, and the
     rules and regulations promulgated thereunder.

          "Set Price" shall have the meaning set forth in Section 4(c).

          "Subsidiary" shall have the meaning given to such term in the Purchase
     Agreement.

          "Threshold  Period"  shall  have the  meaning  given  to such  term in
     Section 6(c).

          "Trading  Day"  means a day on which the  Common  Stock is traded on a
     Trading Market.

          "Trading Market" means the following markets or exchanges on which the
     Common Stock is listed or quoted for trading on the date in  question:  the
     Nasdaq



                                       4
<PAGE>

     SmallCap Market,  the American Stock Exchange,  the New York Stock Exchange
     or the Nasdaq National Market or the OTC Bulletin Board.

          "Transaction  Documents"  shall  have  the  meaning  set  forth in the
     Purchase Agreement.

          "Underlying  Shares"  means the shares of Common Stock  issuable  upon
     conversion of  Debentures or as payment of interest in accordance  with the
     terms hereof.

          "VWAP" means,  for any date, the price  determined by the first of the
     following  clauses that applies:  (a) if the Common Stock is then listed or
     quoted on a Trading Market,  the daily volume weighted average price of the
     Common Stock for such date (or the nearest  preceding  date) on the Trading
     Market on which the Common  Stock is then  listed or quoted as  reported by
     Bloomberg  Financial  L.P.  (based on a Trading Day from 9:30 a.m.  Eastern
     Time to 4:02 p.m.  Eastern Time) using the VAP function;  (b) if the Common
     Stock is not then  listed or quoted on a Trading  Market  and if prices for
     the Common Stock are then  reported in the "Pink  Sheets"  published by the
     National Quotation Bureau Incorporated (or a similar organization or agency
     succeeding to its functions of reporting prices), the most recent bid price
     per share of the Common Stock so reported;  or (c) in all other cases,  the
     fair market value of a share of Common Stock as  determined by a nationally
     recognized-independent  appraiser  selected  in good  faith  by  Purchasers
     holding a majority of the principal amount of Securities then  outstanding,
     subject to the reasonable approval of the Company.

     Section 2. Interest.

          a) Payment of Interest.  The Company  shall pay interest to the Holder
     on the aggregate  unconverted and then outstanding principal amount of this
     Debenture  at the  prime  rate as  published  from time to time in The Wall
     Street  Journal plus 2%, per annum,  payable on the  Maturity  Date (except
     that,  if any such date is not a Business  Day,  then such payment shall be
     due on the next succeeding  Business Day) (the "Interest Payment Date"), in
     cash.

          b) Interest Calculations. Interest shall be calculated on the basis of
     a 360-day year and shall accrue daily commencing on the Original Issue Date
     until payment in full of the principal  sum,  together with all accrued and
     unpaid interest and other amounts which may become due hereunder,  has been
     made.  Interest shall cease to accrue with respect to any principal  amount
     converted, provided that the Company in fact delivers the Underlying Shares
     within the time period required by Section 4(e). Interest hereunder will be
     paid to the  Person  in whose  name this  Debenture  is  registered  on the
     records of the Company  regarding  registration and transfers of Debentures
     (the "Debenture Register").



                                       5
<PAGE>

          c) Late Fee.  All  overdue  accrued  and  unpaid  interest  to be paid
     hereunder  shall  entail a late fee at the rate of 18% per  annum  (or such
     lower maximum amount of interest  permitted to be charged under  applicable
     law) ("Late Fee") which will accrue  daily,  from the date such interest is
     due hereunder through and including the date of payment.

          d)  Prepayment.  Except as  otherwise  set forth in Sections 7 or 9 of
     this  Debenture,  the Company  may not prepay any portion of the  principal
     amount of this Debenture without the prior written consent of the Holder.

     Section 3. Registration of Transfers and Exchanges.

          a) Different  Denominations.  This  Debenture is  exchangeable  for an
     equal  aggregate  principal  amount of Debentures  of different  authorized
     denominations, as requested by the Holder surrendering the same. No service
     charge will be made for such registration of transfer or exchange.

          b) Investment Representations.  This Debenture has been issued subject
     to certain  investment  representations of the original Holder set forth in
     the  Purchase  Agreement  and  may be  transferred  or  exchanged  only  in
     compliance  with the Purchase  Agreement and  applicable  federal and state
     securities laws and regulations.

          c) Reliance on Debenture  Register.  Prior to due  presentment  to the
     Company for  transfer of this  Debenture,  the Company and any agent of the
     Company  may  treat  the  Person  in  whose  name  this  Debenture  is duly
     registered on the Debenture Register as the owner hereof for the purpose of
     receiving payment as herein provided and for all other purposes, whether or
     not this  Debenture is overdue,  and neither the Company nor any such agent
     shall be affected by notice to the contrary.

     Section 4. Conversion.

          a) Voluntary  Conversion.  At any time after the  Original  Issue Date
     until this  Debenture is no longer  outstanding,  this  Debenture  shall be
     convertible  into shares of Common  Stock at the option of the  Holder,  in
     whole or in part at any time and from time to time. The Holder shall effect
     conversions  by  delivering to the Company the form of Notice of Conversion
     attached hereto as Annex A (a "Notice of Conversion"),  specifying  therein
     the  principal  amount of  Debentures to be converted and the date on which
     such conversion is to be effected (a "Conversion  Date").  If no Conversion
     Date is specified in a Notice of Conversion,  the Conversion  Date shall be
     the date that such Notice of  Conversion is provided  hereunder.  To effect
     conversions  hereunder,  the Holder  shall not be  required  to  physically
     surrender  Debentures to the Company unless the entire  principal amount of
     this  Debenture  plus all accrued and unpaid  interest  thereon has been so
     converted.  Conversions  hereunder  shall have the effect of  lowering  the
     outstanding  principal  amount of this  Debenture in an amount equal to the
     applicable  conversion.  The



                                       6
<PAGE>

     Holder and the Company shall maintain  records showing the principal amount
     converted and the date of such  conversions.  The Company shall deliver any
     objection to any Notice of Conversion  within 3 Business Days of receipt of
     such notice. The Holder and any assignee,  by acceptance of this Debenture,
     acknowledge  and agree that, by reason of the provisions of this paragraph,
     following  conversion  of a  portion  of this  Debenture,  the  unpaid  and
     unconverted  principal amount of this Debenture may be less than the amount
     stated on the face hereof.

          b) Set Price.  The conversion  price in effect on any Conversion  Date
     shall be equal to $0.023 subject to adjustment herein)(the "Set Price").

          c) Intentionally Omitted

          d) Mechanics of Conversion.

               i.  Underlying  Shares  Issuable  Upon  Conversion  of  Principal
          Amount.  The  number  of  shares  of  Common  Stock  issuable  upon  a
          conversion  hereunder shall be determined by the quotient  obtained by
          dividing (x) the outstanding  principal amount of this Debenture to be
          converted by (y) the Set Price. i.

               ii. Delivery of Certificate Upon Conversion.  Not later than five
          Trading Days after any  Conversion  Date,  the Company will deliver to
          the Holder a certificate or certificates  representing  the Underlying
          Shares  which  shall  be  free  of  restrictive  legends  and  trading
          restrictions (other than a standard 1933 Act legend)  representing the
          number of shares of Common Stock being acquired upon the conversion of
          Debentures  and (B) a bank check in the  amount of accrued  and unpaid
          interest.  The  Company  shall,  if  available  and if  allowed  under
          applicable  securities  laws,  use its best  efforts  to  deliver  any
          certificate  or  certificates  required to be delivered by the Company
          under  this  Section   electronically  through  the  Depository  Trust
          Corporation or another  established  clearing  corporation  performing
          similar functions.

               iii.  Failure  to  Deliver  Certificates.  If in the  case of any
          Notice  of  Conversion  such   certificate  or  certificates  are  not
          delivered  to or as  directed  by the  applicable  Holder by the fifth
          Trading Day after a Conversion  Date,  the Holder shall be entitled by
          written  notice to the Company at any time on or before its receipt of
          such   certificate  or  certificates   thereafter,   to  rescind  such
          conversion,  in which event the Company shall  immediately  return the
          certificates  representing the principal amount of Debentures tendered
          for conversion.

               iv.  Partial  Liquidated  Damages.  If the Company  fails for any
          reason to deliver  to the  Holder  such  certificate  or  certificates
          pursuant  to  Section  4(e)(ii)



                                       7
<PAGE>

          by the fifth Trading Day after the Conversion  Date, the Company shall
          pay to such  Holder,  in  cash,  as  liquidated  damages  and not as a
          penalty, for each $1,000 of principal amount being converted,  $10 per
          Trading Day  (increasing  to $20 per Trading Day after 5 Trading  Days
          after such damages begin to accrue and  increasing to $200 per Trading
          Day 6 Trading Days after such after such damages  begin to accrue) for
          each Trading Day after such third Trading Day until such  certificates
          are  delivered.  The  Company's  obligations  to issue and deliver the
          Underlying Shares upon conversion of this Debenture in accordance with
          the terms hereof are absolute and  unconditional,  irrespective of any
          action or inaction  by the Holder to enforce  the same,  any waiver or
          consent  with  respect to any  provision  hereof,  the recovery of any
          judgment  against any Person or any action to enforce the same, or any
          setoff,  counterclaim,  recoupment,  limitation or termination, or any
          breach  or  alleged  breach by the  Holder or any other  Person of any
          obligation to the Company or any violation or alleged violation of law
          by the  Holder  or any other  person,  and  irrespective  of any other
          circumstance  which  might  otherwise  limit  such  obligation  of the
          Company  to the  Holder  in  connection  with  the  issuance  of  such
          Underlying Shares; provided,  however, such delivery shall not operate
          as a waiver by the  Company of any such  action the  Company  may have
          against  the  Holder.  In the event a Holder of this  Debenture  shall
          elect  to  convert  any or all of  the  outstanding  principal  amount
          hereof,  the Company may not refuse conversion based on any claim that
          the Holder or any one associated or affiliated  with the Holder of has
          been  engaged  in any  violation  of law,  agreement  or for any other
          reason, unless, an injunction from a court, on notice, restraining and
          or enjoining  conversion of all or part of this  Debenture  shall have
          been sought and obtained  and the Company  posts a surety bond for the
          benefit of the Holder in the amount of 150% of the principal amount of
          this Debenture outstanding,  which is subject to the injunction, which
          bond   shall    remain   in   effect   until   the    completion    of
          arbitration/litigation  of the dispute and the proceeds of which shall
          be payable to such  Holder to the extent it obtains  judgment.  In the
          absence of an injunction  precluding the same, the Company shall issue
          Underlying  Shares or, if applicable,  cash,  upon a properly  noticed
          conversion.  Nothing  herein  shall  limit a Holder's  right to pursue
          actual  damages or declare an Event of Default  pursuant  to Section 8
          herein for the Company's  failure to deliver  Underlying Shares within
          the period  specified  herein and such Holder  shall have the right to
          pursue all  remedies  available  to it at law or in equity  including,
          without limitation, a decree of specific performance and/or injunctive
          relief. The exercise of any such rights shall not prohibit the Holders
          from seeking to enforce  damages  pursuant to any other Section hereof
          or under applicable law.

               v. Failure to Timely Deliver  Certificates  Upon  Conversion.  In
          addition to any other rights  available to the Holder,  if the Company
          fails for any  reason to deliver to the  Holder  such  certificate  or
          certificates  pursuant to Section  4(e)(ii)  by the fifth  Trading Day
          after the  Conversion  Date,  and if after such fifth  Trading Day the
          Holder is  required  by its  brokerage  firm to  purchase  (in an open
          market   transaction   or  otherwise)   Common  Stock  to  deliver  in
          satisfaction  of a sale by such Holder of the Underlying  Shares which
          the Holder  anticipated  receiving



                                       8
<PAGE>

          upon such  conversion (a "Buy-In"),  then the Company shall (A) pay in
          cash to the  Holder  (in  addition  to any  remedies  available  to or
          elected  by the  Holder)  the amount by which (x) the  Holder's  total
          purchase  price  (including  brokerage  commissions,  if any)  for the
          Common Stock so purchased exceeds (y) the product of (1) the aggregate
          number  of  shares  of  Common  Stock  that  such  Holder  anticipated
          receiving  from the  conversion at issue  multiplied by (2) the actual
          sale  price of the  Common  Stock  at the time of the sale  (including
          brokerage commissions, if any) giving rise to such purchase obligation
          and (B) at the option of the  Holder,  either  reissue  Debentures  in
          principal  amount  equal  to the  principal  amount  of the  attempted
          conversion  or  deliver  to the  Holder the number of shares of Common
          Stock that would have been issued had the Company timely complied with
          its delivery requirements under Section 4(e)(ii).  For example, if the
          Holder purchases Common Stock having a total purchase price of $11,000
          to  cover  a  Buy-In  with  respect  to  an  attempted  conversion  of
          Debentures  with  respect  to  which  the  actual  sale  price  of the
          Underlying  Shares  at the  time  of  the  sale  (including  brokerage
          commissions,  if any) giving rise to such  purchase  obligation  was a
          total  of  $10,000  under  clause  (A)  of the  immediately  preceding
          sentence,  the Company shall be required to pay the Holder $1,000. The
          Holder shall provide the Company written notice indicating the amounts
          payable  to the  Holder  in  respect  of the  Buy-In.  Notwithstanding
          anything  contained  herein to the contrary,  if a Holder requires the
          Company to make  payment  in  respect  of a Buy-In for the  failure to
          timely deliver  certificates  hereunder and the Company timely pays in
          full such  payment,  the  Company  shall not be  required  to pay such
          Holder  liquidated  damages under  Section  4(e)(iv) in respect of the
          certificates resulting in such Buy-In.

               vi.  Reservation of Shares Issuable Upon Conversion.  The Company
          covenants  that it will at all times reserve and keep available out of
          its  authorized  and  unissued  shares of Common  Stock solely for the
          purpose of  issuance  upon  conversion  of the  Debentures  or for the
          purpose  of  payment  of  interest  on the  Debenture,  each as herein
          provided,  free from preemptive  rights or any other actual contingent
          purchase rights of persons other than the Holders,  not less than such
          number of shares of the Common Stock as shall be issuable (taking into
          account the  adjustments  and  restrictions  of Section 4(e)) upon the
          conversion of the outstanding  principal  amount of the Debentures and
          payment of interest  hereunder.  The Company covenants that all shares
          of Common Stock that shall be so issuable  shall,  upon issue, be duly
          and validly authorized, issued and fully paid and nonassessable.

               vii. Fractional Shares.  Upon a conversion  hereunder the Company
          shall  not  be  required  to  issue  stock  certificates  representing
          fractions  of  shares  of the  Common  Stock,  but  may  if  otherwise
          permitted,  make a cash payment in respect of any final  fraction of a
          share based on the VWAP at such time. If the Company elects not, or is
          unable,  to make such a cash payment,  the Holder shall be entitled to
          receive,  in lieu of the final fraction of a share, one whole share of
          Common Stock.



                                       9
<PAGE>

               viii.  Transfer Taxes. The issuance of certificates for shares of
          the Common Stock on conversion of the Debentures shall be made without
          charge to the  Holders  thereof for any  documentary  stamp or similar
          taxes that may be payable in respect of the issue or  delivery of such
          certificate,  provided  that the Company  shall not be required to pay
          any tax that may be payable in respect of any transfer involved in the
          issuance and delivery of any such  certificate  upon  conversion  in a
          name other than that of the Holder of such Debentures so converted and
          the  Company   shall  not  be  required  to  issue  or  deliver   such
          certificates  unless or until the  person or  persons  requesting  the
          issuance thereof shall have paid to the Company the amount of such tax
          or shall have established to the satisfaction of the Company that such
          tax has been paid.

     Section 5. Certain Adjustments.

          a) Stock Dividends and Stock Splits. If the Company, at any time while
     the Debentures are outstanding: (A) shall pay a stock dividend or otherwise
     make a distribution or  distributions  on shares of its Common Stock or any
     other equity or equity  equivalent  securities  payable in shares of Common
     Stock  (which,  for  avoidance  of doubt,  shall not  include any shares of
     Common Stock issued by the Company pursuant to this Debenture, including as
     interest thereon),  (B) subdivide outstanding shares of Common Stock into a
     larger  number of shares,  (C) combine  (including  by way of reverse stock
     split)  outstanding shares of Common Stock into a smaller number of shares,
     or (D) issue by  reclassification  of shares of the Common Stock any shares
     of capital stock of the Company,  then the Set Price shall be multiplied by
     a fraction of which the  numerator  shall be the number of shares of Common
     Stock (excluding treasury shares, if any) outstanding before such event and
     of which the  denominator  shall be the  number  of shares of Common  Stock
     outstanding  after such event. Any adjustment made pursuant to this Section
     shall  become  effective   immediately   after  the  record  date  for  the
     determination  of  stockholders   entitled  to  receive  such  dividend  or
     distribution  and shall become  effective  immediately  after the effective
     date in the case of a subdivision, combination or re-classification.

          b) Subsequent Equity Sales. If the Company or any Subsidiary  thereof,
     as applicable,  at any time while Debentures are outstanding,  shall offer,
     sell,  grant any option to  purchase  or offer,  sell or grant any right to
     reprice its securities,  or otherwise  dispose of or issue (or announce any
     offer,  sale,  grant or any option to  purchase or other  disposition)  any
     Common Stock or Common Stock  Equivalents  entitling  any Person to acquire
     shares of Common Stock,  at an effective price per share less than the then
     Set Price ("Dilutive  Issuance"),  as adjusted  hereunder (if the holder of
     the Common Stock or Common Stock  Equivalents  so issued shall at any time,
     whether by  operation  of purchase  price  adjustments,  reset  provisions,
     floating  conversion,  exercise or exchange prices or otherwise,  or due to
     warrants,  options or rights per share which is issued in  connection  with
     such  issuance,  be  entitled  to  receive  shares  of  Common  Stock at an
     effective  price per share which is less than the Set Price,  such issuance
     shall be deemed to have  occurred for less than the Set Price),  then,  the
     Set Price shall be reduced to equal the effective



                                       10
<PAGE>

     conversion,  exchange  or purchase  price for such  Common  Stock or Common
     Stock Equivalents  (including any reset provisions  thereof) at issue. Such
     adjustment  shall  be made  whenever  such  Common  Stock or  Common  Stock
     Equivalents are issued. The Company shall notify the Holder in writing,  no
     later than the business day  following  the issuance of any Common Stock or
     Common Stock Equivalents  subject to this section,  indicating  therein the
     applicable  issuance price, or of applicable  reset price,  exchange price,
     conversion price and other pricing terms.

          c)  Pro  Rata  Distributions.  If  the  Company,  at  any  time  while
     Debentures are outstanding, shall distribute to all holders of Common Stock
     (and not to Holders)  evidences of its  indebtedness or assets or rights or
     warrants to subscribe for or purchase any security,  then in each such case
     the Set Price shall be determined by  multiplying  such Set Price in effect
     immediately   prior  to  the  record  date  fixed  for   determination   of
     stockholders  entitled to receive such  distribution by a fraction of which
     the  denominator  shall  be  the  VWAP  determined  as of the  record  date
     mentioned  above,  and of which  the  numerator  shall be such VWAP on such
     record  date less the then fair  market  value at such  record  date of the
     portion  of  such  assets  or  evidence  of   indebtedness  so  distributed
     applicable  to one  outstanding  share of the Common Stock as determined by
     the Board of Directors in good faith. In either case the adjustments  shall
     be  described  in a  statement  provided  to the  Holders of the portion of
     assets or evidences of  indebtedness  so distributed  or such  subscription
     rights  applicable to one share of Common Stock.  Such adjustment  shall be
     made  whenever any such  distribution  is made and shall  become  effective
     immediately after the record date mentioned above.

          d) Calculations.  All calculations  under this Section 5 shall be made
     to the nearest cent or the nearest  1/100th of a share, as the case may be.
     For  purposes  of this  Section  5, the  number of  shares of Common  Stock
     outstanding  as of a given date shall be the sum of the number of shares of
     Common Stock (excluding treasury shares, if any) outstanding.

          e) Notice to Holders.

               i.  Adjustment  to Set Price.  Whenever the Set Price is adjusted
          pursuant to any of this Section 5, the Company shall  promptly mail to
          each Holder a notice setting forth the Set Price after such adjustment
          and  setting  forth a brief  statement  of the  facts  requiring  such
          adjustment.  If the Company issues a variable rate  security,  despite
          the prohibition thereon in the Purchase  Agreement,  the Company shall
          be deemed to have issued Common Stock or Common Stock  Equivalents  at
          the  lowest  possible  conversion  or  exercise  price at  which  such
          securities  may be  converted  or  exercised in the case of a Variable
          Rate Transaction (as defined in the Purchase Agreement), or the lowest
          possible  adjustment  price  in the  case  of an MFN  Transaction  (as
          defined in the Purchase Agreement).

               ii.  Notice to Allow  Conversion  by Holder.  If (A) the  Company
          shall  declare a dividend  (or any other  distribution)  on the Common
          Stock;  (B) the



                                       11
<PAGE>

          Company  shall  declare a special  nonrecurring  cash dividend on or a
          redemption  of the Common Stock;  (C) the Company shall  authorize the
          granting  to all  holders of the Common  Stock  rights or  warrants to
          subscribe  for or purchase any shares of capital stock of any class or
          of any rights;  (D) the  approval of any  stockholders  of the Company
          shall be  required  in  connection  with any  reclassification  of the
          Common Stock,  any  consolidation  or merger to which the Company is a
          party, any sale or transfer of all or substantially  all of the assets
          of the Company,  of any compulsory  share exchange  whereby the Common
          Stock is converted into other securities, cash or property; or (E) the
          Company  shall  authorize the  voluntary or  involuntary  dissolution,
          liquidation or winding up of the affairs of the Company; then, in each
          case,  the  Company  shall  cause to be filed at each office or agency
          maintained for the purpose of conversion of the Debentures,  and shall
          cause to be mailed to the  Holders  at their  last  addresses  as they
          shall appear upon the stock books of the Company, at least 20 calendar
          days prior to the  applicable  record or  effective  date  hereinafter
          specified,  a notice  stating  (x) the date on which a record is to be
          taken for the  purpose  of such  dividend,  distribution,  redemption,
          rights or warrants,  or if a record is not to be taken, the date as of
          which the holders of the Common Stock of record to be entitled to such
          dividend,  distributions,  redemption,  rights or  warrants  are to be
          determined   or  (y)  the   date  on  which   such   reclassification,
          consolidation, merger, sale, transfer or share exchange is expected to
          become  effective  or close,  and the date as of which it is  expected
          that  holders  of the  Common  Stock of record  shall be  entitled  to
          exchange  their  shares of the Common  Stock for  securities,  cash or
          other property deliverable upon such reclassification,  consolidation,
          merger, sale, transfer or share exchange;  provided,  that the failure
          to mail such notice or any defect  therein or in the  mailing  thereof
          shall not affect the validity of the corporate  action  required to be
          specified in such notice.  Holders are entitled to convert  Debentures
          during the 20-day  period  commencing  the date of such  notice to the
          effective date of the event triggering such notice.

               iii.  Fundamental  Transaction.   If,  at  any  time  while  this
          Debenture  is  outstanding,  (A) the  Company  effects  any  merger or
          consolidation  of the Company with or into another Person in which the
          Company's is not the  surviving  entity,  (B) the Company  effects any
          sale of all or  substantially  all of its assets in one or a series of
          related transactions,  (C) any tender offer or exchange offer (whether
          by the  Company or  another  Person) is  completed  pursuant  to which
          holders of Common  Stock are  permitted  to tender or  exchange  their
          shares for other  securities,  cash or  property,  or (D) the  Company
          effects any  reclassification  of the Common  Stock or any  compulsory
          share  exchange  pursuant  to which the  Common  Stock is  effectively
          converted into or exchanged for other securities, cash or property (in
          any such case, a "Fundamental Transaction"),  then upon any subsequent
          conversion  of this  Debenture,  the  Holder  shall  have the right to
          receive,  for each Underlying Share that would have been issuable upon
          such conversion absent such Fundamental Transaction, the same kind and
          amount of securities,  cash or property as it would have been entitled
          to receive upon the occurrence of such  Fundamental  Transaction if it
          had  been,  immediately  prior to



                                       12
<PAGE>

          such Fundamental Transaction,  the holder of one share of Common Stock
          (the "Alternate Consideration").  For purposes of any such conversion,
          the determination of the Set Price shall be appropriately  adjusted to
          apply to such Alternate Consideration based on the amount of Alternate
          Consideration issuable in respect of one share of Common Stock in such
          Fundamental Transaction, and the Company shall apportion the Set Price
          among the Alternate  Consideration in a reasonable  manner  reflecting
          the  relative  value  of any  different  components  of the  Alternate
          Consideration.  If holders of Common  Stock are given any choice as to
          the  securities,  cash or property  to be  received  in a  Fundamental
          Transaction,  then the Holder shall be given the same choice as to the
          Alternate  Consideration  it  receives  upon  any  conversion  of this
          Debenture  following  such  Fundamental  Transaction.  To  the  extent
          necessary to effectuate the foregoing provisions, any successor to the
          Company or  surviving  entity in such  Fundamental  Transaction  shall
          issue to the  Holder a new  debenture  consistent  with the  foregoing
          provisions and evidencing the Holder's right to convert such debenture
          into Alternate  Consideration.  The terms of any agreement pursuant to
          which a  Fundamental  Transaction  is  effected  shall  include  terms
          requiring  any such  successor or surviving  entity to comply with the
          provisions of this  paragraph (c) and insuring that this Debenture (or
          any such  replacement  security)  will be similarly  adjusted upon any
          subsequent transaction analogous to a Fundamental Transaction.

               iv. Exempt Issuance. Notwithstanding the foregoing, no adjustment
          will be made under this Section 5 in respect of an Exempt Issuance.

     Section 6. Intentionally Omitted.

     Section 7. Negative Covenants.  So long as any portion of this Debenture is
outstanding, the Company will not and will not permit any of its Subsidiaries to
directly or indirectly:

          a)  enter  into,  create,   incur,  assume  or  suffer  to  exist  any
     indebtedness,  or  liens  of any  kind,  on or with  respect  to any of its
     property or assets now owned or hereafter  acquired or any interest therein
     or any income or profits  therefrom  that is senior to, or pari passu with,
     in any respect, the Company's  obligations under this Debenture without the
     prior  consent  of the  Holder,  which  consent  shall not be  unreasonably
     withheld;

          b) amend its  certificate of  incorporation,  bylaws or to her charter
     documents so as to adversely affect any rights of the Holder;

          c)  repay,  repurchase  or offer to  repay,  repurchase  or  otherwise
     acquire  more than a de  minimis  number of shares of its  Common  Stock or
     other equity securities; or

          d) enter into any agreement with respect to any of the foregoing.



                                       13
<PAGE>

     Section 8. Events of Default.

          a) "Event of  Default",  wherever  used  herein,  means any one of the
     following  events (whatever the reason and whether it shall be voluntary or
     involuntary  or 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):

               i. any default in the payment of (A) the  principal  of amount of
          this  Debenture,   or  (B)  interest  (including  Late  Fees)  on,  or
          liquidated damages in respect of, this Debenture, in each case free of
          any claim of subordination,  as and when the same shall become due and
          payable  (whether  on a  Conversion  Date or the  Maturity  Date or by
          acceleration  or otherwise)  which  default,  solely in the case of an
          interest  payment or other  default  under  clause  (B) above,  is not
          cured, within 10 Trading Days;

               ii. the Company shall fail to deliver  certificates  representing
          Underlying  Shares issuable upon a conversion or redemption  hereunder
          that comply with the  provisions  hereof prior to the 10th Trading Day
          after such  shares are  required  to be  delivered  hereunder,  or the
          Company shall provide  written notice to any Holder,  including by way
          of public  announcement,  at any time,  of its intention not to comply
          with  requests for  conversion  or  redemption  of any  Debentures  in
          accordance with the terms hereof;

               iii.  the  Company  shall  fail for any reason to pay in full the
          amount of cash due  pursuant  to a Buy-In  within 5 days after  notice
          therefor is delivered  hereunder or shall fail to pay all amounts owed
          on account of an Event of Default within five days of the date due;

               iv. the Company shall fail to have available a sufficient  number
          of authorized and  unreserved  shares of Common Stock to issue to such
          Holder upon a conversion hereunder;

               v. the  Company  shall  fail to  observe  or  perform  any  other
          material  covenant,  agreement or warranty  contained in, or otherwise
          commit any  material  breach of this  Debenture,  and such  failure or
          breach  shall  not,  if subject  to the  possibility  of a cure by the
          Company,  have been remedied within 30 calendar days after the date on
          which written notice of such failure or breach shall have been given;

               vi.  the  Company  shall  redeem for value more than a de minimis
          number of Common Stock Equivalents;

               vii. there shall have occurred a Bankruptcy Event;

               viii. the Company or any  Subsidiary  shall default in any of its
          material  obligations  under any mortgage,  credit  agreement or other
          facility, indenture agreement, factoring agreement or other instrument
          under which  there may be issued,  or by which there may be secured or
          evidenced any  indebtedness  for



                                       14
<PAGE>

          borrowed  money or money due under any long term  leasing or factoring
          arrangement of the Company in an amount  exceeding  $150,000,  whether
          such  indebtedness  now exists or shall  hereafter be created and such
          default shall result in such  indebtedness  becoming or being declared
          due and payable prior to the date on which it would  otherwise  become
          due and payable.

          b) Remedies Upon Event of Default. If any Event of Default occurs, the
     full principal  amount of this Debenture,  together with interest and other
     amounts owing in respect thereof, to the date of acceleration shall become,
     at the  Holder's  election,  immediately  due  and  payable  in  cash.  The
     aggregate  amount  payable  upon an Event of Default  shall be equal to the
     Mandatory Prepayment Amount.  Commencing 5 days after the occurrence of any
     Event  of  Default  that  results  in the  eventual  acceleration  of  this
     Debenture,  the interest rate on this Debenture shall accrue at the rate of
     18% per annum,  or such lower  maximum  amount of interest  permitted to be
     charged under  applicable  law. All Debentures for which the full Mandatory
     Prepayment  Amount  hereunder  shall have been paid in accordance  herewith
     shall promptly be surrendered to or as directed by the Company.  The Holder
     need not provide and the Company  hereby  waives any  presentment,  demand,
     protest or other  notice of any kind,  and the Holder may  immediately  and
     without  expiration  of any grace period  enforce any and all of its rights
     and  remedies  hereunder  and all  other  remedies  available  to it  under
     applicable law. Such declaration may be rescinded and annulled by Holder at
     any time prior to payment hereunder and the Holder shall have all rights as
     a Debenture  holder until such time, if any, as the full payment under this
     Section  shall have been  received by it. No such  rescission  or annulment
     shall affect any subsequent Event of Default or impair any right consequent
     thereon.

     Section 9. Miscellaneous.


          a) Notices.  Any and all notices or other communications or deliveries
     to be provided by the Holders hereunder, including, without limitation, any
     Notice of  Conversion,  shall be in writing and  delivered  personally,  by
     facsimile,  sent by a  nationally  recognized  overnight  courier  service,
     addressed to the Company, at 15 EAST 26TH STREET,  SUITE 1711, NEW YORK, NY
     10010,  FACSIMILE NUMBER (212) 626-6703,  ATTN: CHIEF FINANCIAL OFFICER, or
     such other address or facsimile  number as the Company may specify for such
     purposes  by  notice  to the  Holders  delivered  in  accordance  with this
     Section.  Any and all notices or other  communications  or deliveries to be
     provided  by the  Company  hereunder  shall  be in  writing  and  delivered
     personally, by facsimile, sent by a nationally recognized overnight courier
     service  addressed  to each  Holder at the  facsimile  telephone  number or
     address of such Holder appearing on the books of the Company, or if no such
     facsimile  telephone number or address  appears,  at the principal place of
     business of the Holder.  Any notice or other  communication  or  deliveries
     hereunder  shall be deemed  given and  effective on the earliest of (i) the
     date of  transmission,  if such notice or  communication  is delivered  via
     facsimile at the facsimile telephone number specified in this Section prior
     to 5:30  p.m.




                                       15
<PAGE>

     (New York City time), (ii) the date after the date of transmission, if such
     notice  or  communication  is  delivered  via  facsimile  at the  facsimile
     telephone  number  specified in this Section later than 5:30 p.m. (New York
     City time) on any date and earlier than 11:59 p.m.  (New York City time) on
     such date, (iii) the second Business Day following the date of mailing,  if
     sent by  nationally  recognized  overnight  courier  service,  or (iv) upon
     actual receipt by the party to whom such notice is required to be given.

          b)  Absolute  Obligation.  Except as  expressly  provided  herein,  no
     provision of this  Debenture  shall alter or impair the  obligation  of the
     Company,  which is absolute and  unconditional,  to pay the  principal  of,
     interest and  liquidated  damages (if any) on, this  Debenture at the time,
     place,  and rate,  and in the coin or  currency,  herein  prescribed.  This
     Debenture is a direct debt obligation of the Company.  This Debenture ranks
     pari passu with all other  Debentures  now or  hereafter  issued  under the
     terms set forth herein.

          c) Lost or Mutilated Debenture.  If this Debenture shall be mutilated,
     lost,  stolen or  destroyed,  the Company  shall  execute and  deliver,  in
     exchange  and  substitution  for  and  upon  cancellation  of  a  mutilated
     Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
     Debenture,  a new Debenture for the principal  amount of this  Debenture so
     mutilated,  lost,  stolen or destroyed but only upon receipt of evidence of
     such loss,  theft or  destruction of such  Debenture,  and of the ownership
     hereof,  and indemnity,  if requested,  all reasonably  satisfactory to the
     Company.

          d) Governing Law. All questions concerning the construction, validity,
     enforcement and  interpretation  of this Debenture shall be governed by and
     construed and enforced in accordance with the internal laws of the State of
     New York,  without  regard to the  principles  of conflicts of law thereof.
     Each   party   agrees   that   all   legal   proceedings   concerning   the
     interpretations,  enforcement and defense of the transactions  contemplated
     by any of the Transaction Documents (whether brought against a party hereto
     or its respective affiliates, directors, officers, shareholders,  employees
     or agents)  shall be commenced in the state and federal  courts  sitting in
     the City of New York,  Borough of Manhattan (the "New York  Courts").  Each
     party hereto hereby  irrevocably  submits to the exclusive  jurisdiction of
     the New York Courts for the  adjudication  of any dispute  hereunder  or in
     connection  herewith  or  with  any  transaction   contemplated  hereby  or
     discussed  herein  (including with respect to the enforcement of any of the
     Transaction  Documents),  and hereby irrevocably  waives, and agrees not to
     assert  in any  suit,  action  or  proceeding,  any  claim  that  it is not
     personally  subject to the jurisdiction of any such court, or such New York
     Courts are improper or inconvenient  venue for such proceeding.  Each party
     hereby  irrevocably  waives  personal  service of process  and  consents to
     process  being served in any such suit,  action or  proceeding by mailing a
     copy thereof via registered or certified  mail or overnight  delivery (with
     evidence of delivery) to such party 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  contained
     herein  shall be deemed to limit in any way any right to serve  process  in
     any manner permitted by law. Each party hereto hereby  irrevocably  waives,
     to the fullest  extent  permitted by  applicable  law, any and all right to
     trial by jury in any legal  proceeding  arising  out of or relating to this
     Debenture or the transactions  contemplated




                                       16
<PAGE>

     hereby.  If either party shall  commence an action or proceeding to enforce
     any provisions of this Debenture,  then the prevailing party in such action
     or proceeding shall be reimbursed by the other party for its attorneys fees
     and other costs and expenses incurred with the  investigation,  preparation
     and prosecution of such action or proceeding.

          e) Waiver.  Any waiver by the Company or the Holder of a breach of any
     provision  of this  Debenture  shall not operate as or be construed to be a
     waiver of any other breach of such  provision or of any breach of any other
     provision  of this  Debenture.  The failure of the Company or the Holder to
     insist upon strict  adherence to any term of this  Debenture on one or more
     occasions  shall not be  considered  a waiver or deprive  that party of the
     right  thereafter to insist upon strict adherence to that term or any other
     term of this Debenture. Any waiver must be in writing.

          f)  Severability.  If any  provision  of this  Debenture  is  invalid,
     illegal or  unenforceable,  the balance of this  Debenture  shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall   nevertheless   remain  applicable  to  all  other  persons  and
     circumstances.  If it shall be found  that  any  interest  or other  amount
     deemed interest due hereunder violates applicable laws governing usury, the
     applicable rate of interest due hereunder shall automatically be lowered to
     equal the maximum permitted rate of interest. The Company covenants (to the
     extent  that it may  lawfully  do so) that it shall not at any time  insist
     upon,  plead,  or in any  manner  whatsoever  claim or take the  benefit or
     advantage  of, any stay,  extension  or usury law or other law which  would
     prohibit  or forgive  the  Company  from  paying all or any  portion of the
     principal of or interest on this Debenture as contemplated herein, wherever
     enacted,  now or at any time  hereafter  in force,  or which may affect the
     covenants or the  performance  of this  indenture,  and the Company (to the
     extent it may  lawfully  do so) hereby  expressly  waives all  benefits  or
     advantage of any such law, and covenants that it will not, by resort to any
     such law,  hinder,  delay or  impeded  the  execution  of any power  herein
     granted to the Holder,  but will suffer and permit the  execution  of every
     such as though no such law has been enacted.

          g) Next  Business  Day.  Whenever  any  payment  or  other  obligation
     hereunder  shall be due on a day other than a Business  Day,  such  payment
     shall be made on the next succeeding Business Day.

          h) Headings.  The headings  contained herein are for convenience only,
     do not constitute a part of this Debenture and shall not be deemed to limit
     or affect any of the provisions hereof.

                              *********************



                                       17
<PAGE>




     IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be
duly executed by a duly authorized officer as of the date first above indicated.


                                          GENIO GROUP, INC.


                                          By:  /s/ Matt Cohen
                                               ---------------------------------
                                               Name:  Matt Cohen
                                               Title: Chief Executive Officer






                                       18
<PAGE>



                                     ANNEX A

                              NOTICE OF CONVERSION


     The  undersigned  hereby elects to convert  principal under the Convertible
Debenture of Genio Group, Inc., a Delaware  corporation (the "Company"),  due on
April 30, 2005,  into shares of common  stock,  par value $0.0001 per share (the
"Common Stock"),  of the Company  according to the conditions  hereof, as of the
date  written  below.  If shares are to be issued in the name of a person  other
than the  undersigned,  the undersigned will pay all transfer taxes payable with
respect  thereto and is delivering  herewith such  certificates  and opinions as
reasonably  requested  by the Company in  accordance  therewith.  No fee will be
charged to the holder for any  conversion,  except for such transfer  taxes,  if
any.


Conversion calculations:        Date to Effect Conversion:

                                Principal Amount of Debentures to be Converted:


                                Number of shares of Common Stock to be issued:


                                Signature:

                                Name:

                                Address:




                                       19
<PAGE>




                                   SCHEDULE 1

                               CONVERSION SCHEDULE

The  Convertible  Debenture due on April 30, 2005,  in the  aggregate  principal
amount of  $____________  issued by Genio Group,  Inc. This Conversion  Schedule
reflects conversions made under Section 4 of the above referenced Debenture.

                                     Dated:


<TABLE>
<CAPTION>
===============================-------------------------=======================------------------------------
                                                         Aggregate Principal
                                                           Amount Remaining
      Date of Conversion                                    Subsequent to
(or for first entry, Original                                 Conversion
         Issue Date)             Amount of Conversion        (or original             Company Attest
                                                          Principal Amount)
-------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                         <C>



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===============================================================================------------------------------
</TABLE>




                                       20