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                                                                     Exhibit 4.5
                                FORM OF DEBENTURE

         NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
         RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
         EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE ACT, OR AS PERMITTED
         UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR
         THEREFROM.

No. ___                                                            US $_________

                      ADVANCED TECHNOLOGY INDUSTRIES, INC.

                  9% CONVERTIBLE DEBENTURE DUE AUGUST 20, 2006


         THIS DEBENTURE is one of a duly authorized issue of $300,000.00 in
Debentures of ADVANCED TECHNOLOGY INDUSTRIES, INC., a corporation duly organized
and existing under the laws of the State of Delaware (the "Company") designated
as its 9% Convertible Debentures Due August 20, 2006.

         FOR VALUE RECEIVED, the Company promises to pay to THE GROSS
FOUNDATION, INC., the registered holder hereof (the "Holder"), the principal sum
of ___________________ (US $_______) on August 20, 2006 (the "Maturity Date")
and to pay interest, on a simple non-compound basis, on the principal sum
outstanding from time to time in arrears upon the earlier of conversion,
redemption or the Maturity Date, as provided herein ("Interest Payment Date") at
the rate of 9% per annum. Accrual of interest shall commence on the first
business day to occur after the date hereof until payment in full of the
principal sum has been made or duly provided for. Subject to the provisions of
Section 4 below, the principal of, and interest on, this Debenture are payable
at the option of the Holder, in shares of Common Stock of the Company, $.0001
par value ("Common Stock"), or in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, at the address last appearing on the Debenture Register of the
Company as designated in writing by the Holder from time to time.

         This Debenture is being issued pursuant to the terms of the Securities
Purchase Agreement, dated as of March 1, 2005 (the "Securities Purchase
Agreement"), to which the Company and the Holder (or the Holder's predecessor in
interest) are parties. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Securities Purchase Agreement.

         This Debenture is subject to the following additional provisions:

         1. The Debentures are issuable in denominations of Fifty Thousand
Dollars (US$50,000) and integral multiples thereof. The Debentures are
exchangeable for an equal aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holders surrendering the same. No
service charge will be made for such registration or transfer or exchange.

         2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.


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<PAGE>

         3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws and the terms of the Securities
Purchase Agreement. In the event of any proposed transfer of this Debenture, the
Company may require, prior to issuance of a new Debenture in the name of such
other person, that it receive reasonable transfer documentation including
opinions that the issuance of the Debenture in such other name does not and will
not cause a violation of the Act or any applicable state or foreign securities
laws. Prior to due presentment 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 Company's 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 be overdue, and neither the Company nor any such
agent shall be affected by notice to the contrary.

         4. (a) Subject to Section 4(b), from and after the Certificate of
Incorporation Amendment Filing Date, the Holder of this Debenture is entitled,
at its option, to convert at any time the principal amount of this Debenture,
provided that the principal amount is at least US $10,000 (unless if at the time
of such election to convert the aggregate principal amount of all Debentures
registered to the Holder is less than Ten Thousand Dollars (US $10,000), then
the whole amount thereof) and accrued interest, into shares of Common Stock at a
conversion price (the "Conversion Price") for each share of Common Stock equal
to the lesser of (a) nine cents ($.09) as such price may be adjusted as provided
herein (the "Fixed Conversion Price") or (b) 75% of the Market Price on the
Conversion Date (as defined below) or Pre-Conversion Date (as defined below), as
the case may be, as such price may be adjusted as provided herein (the "Variable
Conversion Rate"). For purposes of this Section 4, the Market Price shall be the
average of the lowest ten (10) days closing bid prices (not necessarily
consecutive) of the Common Stock for the thirty (30) Trading Days immediately
preceding the Conversion Date, as reported by the Reporting Service, or, in the
event the Common Stock is listed on a stock exchange or traded on NASDAQ, the
Market Price shall be the closing prices on the exchange on such dates, as
reported in the Wall Street Journal. Notwithstanding the foregoing, if the
Holder delivers a Notice of Conversion to the Company prior to the Certificate
of Incorporation Amendment Filing Date, the principal amount set forth in such
Notice of Conversion (each, a "Pre-Conversion Amount") and interest accrued
thereon up to the date the Holder faxes or otherwise delivers the Notice of
Conversion to the Company (the "Pre-Conversion Date"), shall, on the Certificate
of Incorporation Amendment Filing Date, automatically convert (each, an
"Automatic Conversion") into shares of Common Stock at a conversion price equal
to the Conversion Price in effect on the Pre-Conversion Date (the
"Pre-Conversion Price"), as such price may be adjusted as provided herein (but
no adjustment shall be made with respect thereto pursuant to Section 4(j) of the
Securities Purchase Agreement after the applicable Pre-Conversion Date) and
interest shall no longer accrue on any Pre-Conversion Amount on and after the
applicable Pre-Conversion Date (provided that if the Certificate of
Incorporation Amendment Filing Date does not occur prior to the Maturity Date
then interest on any Pre-Conversion Amount shall be calculated as if interest
accrued on such amount up to the Maturity Date).

                  (b) In the event that the Conversion Price shall be less than
$.09 as such price may be adjusted as provided herein (the "Redemption
Trigger"), the Holder may convert the principal amount of this Debenture or send
a Notice of Conversion prior to the Certificate of Incorporation Amendment
Filing Date only if the Holder emails a notice to the Company, ATT:
AMK@LTDNETWORK.COM and samuelsonjim@hotmail.com, advising the Company of its
intention to convert all or a specified amount of the principal amount of this
Debenture ("Stated Amount") within the fourteen (14) day period (the "Redemption
Period") after delivery of such notice ("Notice Date"); provided that the Holder
shall not be entitled to submit a Notice of Conversion (as defined below) until
after the Reply Date (as defined below). Not later than the end of the next
business day following the Notice Date (the "Reply Date"), the Company shall
notify the Holder by email (CG@CGMAIL.NET) and fax (718-851-3511) whether it
elects to redeem the Stated Amount in cash in lieu of permitting the Holder to
so convert ("Reply Notice"). In the event the Company does not timely deliver a
Reply Notice, or delivers a Reply Notice but elects not to redeem the Stated
Amount, it shall not be permitted to redeem the Stated Amount during the
Redemption Period. In the event the Company elects to redeem the Stated Amount,
then thereafter with respect to each Notice of Conversion delivered during the
Redemption Period, the Company shall pay an amount in immediately available


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funds (each a "Redemption Amount") equal to (a) 150% of principal amount of this
Debenture that is subject to conversion in such applicable Notice of Conversion,
plus (b) accrued and unpaid interest with respect to such principal amount up to
the Redemption Date, and shall be paid to the Holder by the close of the third
(3rd) business day following the date on which the Holder faxes or otherwise
delivers such Notice of Conversion to the Company (any such date of redemption,
the "Redemption Date") in accordance with Section 5; provided that the aggregate
of all such principal amounts under all such Notices of Conversion delivered
during the Redemption Period shall not exceed the Stated Amount. In the event
the payment of the Redemption Amount is not timely made on the Redemption Date,
any right of redemption contained in this Section 4(b) shall thereafter
permanently terminate with respect to this Debenture, and the Company shall,
with respect to any conversions submitted during the Redemption Period, cause to
be issued to the Holder 105% of the number of shares of Common Stock otherwise
required to be delivered to the Holder in accordance with Section 4(a) with
respect to conversions of the lesser of (x) the Stated Amount and (y) and the
principal amount of this Debenture requested to be converted as set forth in any
Notices of Conversion. If the Holder does not deliver a Notice of Conversion
during the Redemption Period it must comply with the provisions of this Section
4(b) with respect to any intended conversions following the Redemption Period.
Nothing contained in this Section 4 (b) shall be deemed to obligate the Holder
to submit a Notice of Conversion during the Redemption Period. Furthermore, the
Holder may elect to forgo the redemption right set forth herein, and submit a
Notice of Conversion with a Conversion Price above the Redemption Trigger .

                  (c) Conversion shall be effectuated by faxing a Notice of
Conversion to the Company as provided in this Section 4(c). The Notice of
Conversion shall be executed by the Holder of this Debenture and shall evidence
such Holder's intention to convert this Debenture or a specified portion hereof
in the form annexed hereto as Exhibit A. The number of shares of Common Stock to
be issued in payment of any interest shall be determined by dividing the dollar
amount of the interest to be so paid by the Conversion Price (and, in the case
of an Automatic Conversion, the applicable Pre-Conversion Price) on the relevant
Interest Payment Date. No fractional shares of Common Stock or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. With respect to
Notices of Conversion delivered after the Certificate of Incorporation Amendment
Filing Date, the date on which notice of conversion is given (the "Conversion
Date") shall be deemed to be the date on which the Holder faxes or otherwise
delivers the conversion notice ("Notice of Conversion") to the Company so that
it is received by the Company on such specified date, provided that, if such
conversion would convert the entire remaining principal of this Debenture, the
Holder shall deliver to the Company the original Debentures being converted no
later than five (5) business days thereafter (and in the case of Automatic
Conversions if such conversion would convert the entire remaining principal of
this Debenture, the Holder shall deliver to the Company the original Debentures
being converted no later than five (5) business days after the Certificate of
Incorporation Amendment Filing Date). Facsimile delivery of the Notice of
Conversion shall be accepted by the Company at facsimile number 212-532-2904;
Attn: Allan Klepfisz. Certificates representing Common Stock upon conversion
("Conversion Certificates") will be delivered to the Holder at the address
specified in the Notice of Conversion (which may be the Holder's address for
notices as contemplated by the Securities Purchase Agreement or a different
address), via express courier, by electronic transfer or otherwise, within three
(3) business days (such third business day, the "Delivery Date") after the
Conversion Date or, in the case of Automatic Conversions, the Certificate of
Incorporation Amendment Filing Date. The Holder shall be deemed to be the holder
of the shares issuable to it in accordance with the provisions of this Section
4(c) on the Conversion Date or, in the case of Automatic Conversions, the
Certificate of Incorporation Amendment Filing Date.

                  (d) If the Certificate of Incorporation Amendment Filing Date
does not occur prior to July 1, 2005 (the "Trigger Date"), then from and after
the Trigger Date to but excluding the Certificate of Incorporation Amendment
Filing Date (the "Holder Redemption Period"), the Holder shall be entitled to
require the Company to redeem this Debenture at a purchase price (the "Holder
Redemption Amount") equal to (a) 150% of the principal amount of this Debenture
outstanding on such date, plus (b) accrued and unpaid interest up to the Holder
Redemption Date (as defined below). If the Holder elects to require the Company
to redeem this Debenture as provided in this Section 4(d), the Holder shall,
during the Holder Redemption Period, send a notice (a "Holder Notice of
Redemption") to the Company requesting such redemption. Facsimile delivery of
the Holder Notice of Redemption shall be accepted by the Company at facsimile
number 212-532-2904; Attn: Allan Klepfisz. The date on which the Holder Notice
of Redemption is given (the "Holder Notice Date") shall be deemed to be the date
on which the Holder faxes or otherwise delivers the Holder Notice of Redemption
to the Company so that it is received by the Company on such specified date. The
Holder Redemption Amount shall be paid to the Holder by the close of the fifth
(5th) business day following the Holder Notice Date (any such date of
redemption, the "Holder Redemption Date") in accordance with Section 5.

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         5. The principal of and interest on this Debenture shall be due and
payable on the Maturity Date, at the option of the Holder, in cash or, if the
Certificate of Incorporation Amendment Filing Date has occurred prior to the
Maturity Date, in Common Stock. If principal and interest is to be paid in
Common Stock as contemplated hereby, the number of shares of Common Stock to be
issued in payment of such principal and interest shall be determined by dividing
the dollar amount of the principal and interest to be so paid by the Conversion
Price on the Maturity Date. All payments contemplated hereby to be made "in
cash" shall be made in immediately available good funds of United States of
America within three (3) business days of the Interest Payment Date by wire
transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each
delivery of shares of Common Stock issuable to the Holder as contemplated hereby
shall be made to the Holder at the address last appearing on the Debenture
Register of the Company as designated in writing by the Holder from time to
time; except that the Holder can designate, by notice to the Company, a
different delivery address for any one or more specific payments or deliveries.

         6. If, for as long as this Debenture remains outstanding, the Company
enters into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity or a sale or transfer of
all or substantially all of the assets of the Company to another person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction, that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into
a Sale and the holders of the Common Stock are entitled to receive stock,
securities or property in respect of or in exchange for Common Stock, then as a
condition of such Sale, the Company and any such successor, purchaser or
transferee will agree that the Debenture may thereafter be converted on the
terms and subject to the conditions set forth above into the kind and amount of
stock, securities or property receivable upon such merger, consolidation, sale
or transfer by a holder of the number of shares of Common Stock into which this
Debenture might have been converted immediately before such merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent as may be practicable. In the event of any such proposed Sale, (i)
the Holder hereof shall have the right to convert by delivering a Notice of
Conversion to the Company within fifteen (15) days of receipt of notice of such
Sale from the Company, and Section 4(b) shall not apply to such conversion.

         7. If, at any time while any portion of this Debenture remains
outstanding, the Company spins off or otherwise divests itself of a part of its
business or operations or disposes of all or of a part of its assets in a
transaction (the "Spin Off") in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the "Spin Off
Securities") to be issued to security holders of the Company, the Company shall
cause (i) to be reserved Spin Off Securities equal to the number thereof which
would have been issued to the Holder had all of the Holder's Debentures
outstanding on the record date (the "Record Date") for determining the amount
and number of Spin Off Securities to be issued to security holders of the
Company (the "Outstanding Debentures") been converted as of the close of
business on the trading day immediately before the Record Date (the "Reserved
Spin Off Shares"), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Debentures, such amount of the Reserved Spin Off
Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding Debentures
then being converted, and (II) the denominator is the principal amount of the
Outstanding Debentures.

         8. If, at any time while any portion of this Debenture remains
outstanding, the Company effectuates a stock split or reverse stock split of the
Common Stock or issues a dividend on the Common Stock consisting of shares of
Common Stock, the Fixed Conversion Price, the Pre-Conversion Price, the
Redemption Trigger and any other amounts calculated as contemplated hereby or by
any of the other Transaction Agreements shall be equitably adjusted to reflect
such action. By way of illustration, and not in limitation, of the foregoing,
(i) if the Company effectuates a 2:1 split of the Common Stock, thereafter, with
respect to any conversion for which the Company issues shares after the record
date of such split, the Fixed Conversion Price, the Pre-Conversion Price, the
Redemption Trigger and any market price from a date prior to such split which
was used in the calculation of the Conversion Price shall be deemed to be
one-half of what it had been immediately prior to such split; (ii) if the
Company effectuates a 1:10 reverse split of the Common Stock, thereafter, with


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respect to any conversion for which the Company issues shares after the record
date of such reverse split, the Fixed Conversion Price, the Pre-Conversion
Price, the Redemption Trigger and any market price from a date prior to such
split which was used in the calculation of the Conversion Price shall be deemed
to be ten times what it had been calculated to be immediately prior to such
split; and (iii) if the Company declares a stock dividend of one share of Common
Stock for every 10 shares outstanding, thereafter, with respect to any
conversion for which the Company issues shares after the record date of such
dividend, the Fixed Conversion Price, the Pre-Conversion Price, the Redemption
Trigger and any market price from a date prior to such split which was used in
the calculation of the Conversion Price shall be deemed to be such amount
multiplied by a fraction, of which the numerator is the number of shares (10 in
the example) for which a dividend share will be issued and the denominator is
such number of shares plus the dividend share(s) issuable or issued thereon (11
in the example).

         9. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the shares of Common Stock
issuable upon conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

         10. This Debenture shall be governed by and construed in accordance
with the laws of the State of New York. Each of the parties consents to the
exclusive jurisdiction of the federal courts whose districts encompass any part
of the City of New York or the state courts of the State of New York sitting in
the City of New York in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on FORUM NON COVENIENS, to the bringing of any
such proceeding in such jurisdictions. To the extent determined by such court,
the Company shall reimburse the Holder for any reasonable legal fees and
disbursements incurred by the Holder in enforcement of or protection of any of
its rights under any of this Debenture.

         11. The Company and the Holder hereby waive a trial by jury in any
action, proceeding or counterclaim brought by either of the Parties hereto
against the other in respect of any matter arising out of or in connection with
this Debenture.

         12. The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Debenture, any Redemption Amount
                           or any Holder Redemption Amount due hereunder or any
                           other amount due under a Transaction Agreement and,
                           in any such instance, the same shall continue for a
                           period of five (5) business days; or

                  b.       Any of the representations or warranties made by the
                           Company herein, in the Securities Purchase Agreement
                           or any of the other Transaction Agreements shall be
                           false or misleading in any material respect at the
                           time made; or

                  c.       In addition to the terms of the Securities Purchase
                           Agreement, the Company fails to authorize or to cause
                           its Transfer Agent to issue shares of Common Stock
                           upon exercise by the Holder of the conversion rights
                           of the Holder in accordance with the terms of this
                           Debenture, fails to transfer or to cause its Transfer
                           Agent to transfer any certificate for shares of
                           Common Stock issued to the Holder upon conversion of
                           this Debenture and when required by this Debenture or
                           the Registration Rights Agreement, and such transfer
                           is otherwise lawful, or fails to remove any
                           restrictive legend on any certificate or fails to
                           cause its Transfer Agent to remove such restricted
                           legend, in each case where such removal is lawful, as
                           and when required by this Debenture, the Securities
                           Purchase Agreement or the Registration Rights
                           Agreement, and any such failure shall continue
                           uncured for thirty (30) days; or

                  d.       The Company shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of any
                           Debenture in this series and such failure shall
                           continue uncured for a period of thirty (30) days
                           after written notice from the Holder of such failure;
                           or

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<PAGE>

                  e.       The Company shall fail to perform or observe, in any
                           material respect, any covenant, term, provision,
                           condition, agreement or obligation of the Company
                           under the Securities Purchase Agreement (other than
                           Section 5 thereof) and such failure shall continue
                           uncured for a period of thirty (30) days after
                           written notice from the Holder of such failure; or

                  f.       The Company shall (1) admit in writing its inability
                           to pay its debts generally as they mature; (2) make
                           an assignment for the benefit of creditors or
                           commence proceedings for its dissolution; or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator or receiver for its or for a substantial
                           part of its property or business; or

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

                  h.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar process in excess of Five Hundred Thousand
                           ($500,000) Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

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

                  j.       The Company shall have the Common Stock suspended
                           from trading on, or delisted from, the Principal
                           Trading Market for in excess of ten (10) Trading
                           Days.


If an Event of Default shall have occurred, then, or at any time thereafter, and
in each and every such case, unless such Event of Default shall have been cured
or waived in writing by the Holder (which waiver shall not be deemed to be a
waiver of any subsequent default) at the option of the Holder and in the
Holder's sole discretion, the Holder may consider this Debenture immediately due
and payable (and the Maturity Date shall be accelerated accordingly), without
presentment, demand, protest or notice of any kinds, all of which are hereby
expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately enforce any and
all of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law.

         13. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.

         14. Notwithstanding any other provision hereof or of any of the other
Transaction Agreements, in no event (except (i) as specifically provided herein
as an exception to this provision, or (ii) while there is outstanding a tender
offer for any or all of the shares of the Common Stock) shall the Holder be
entitled to convert any portion of this Debenture, or shall the Company have the
obligation to convert such Debenture (and the Company shall not have the right


                                       6
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to pay interest hereon in shares of Common Stock) to the extent that, after such
conversion or issuance of stock in payment of interest, the sum of (1) the
number of shares of Common Stock beneficially owned by the Holder and its
Affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Debentures or
other convertible securities or of the unexercised portion of warrants or other
rights to purchase Common Stock), and (2) the number of shares of Common Stock
issuable upon the conversion of the Debentures with respect to which the
determination of this proviso is being made, would result in beneficial
ownership by the Holder and its Affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such conversion). For purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise
provided in clause (1) of such sentence. The Holder, by its acceptance of this
Debenture, further agrees that if the Holder transfers or assigns any of the
Debentures to a party who or which would not be considered such an Affiliate,
such assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section 14 as if such transferee
or assignee were the original Holder hereof. Nothing herein shall preclude the
Holder from disposing of a sufficient number of other shares of Common Stock
beneficially owned by the Holder so as to thereafter permit the continued
conversion of this Debenture.

         15. In the event for any reason, any payment by or act of the Company
or the Holder shall result in payment of interest which would exceed the limit
authorized by or be in violation of the law of the jurisdiction applicable to
this Debenture, then IPSO FACTO the obligation of the Company to pay interest or
perform such act or requirement shall be reduced to the limit authorized under
such law, so that in no event shall the Company be obligated to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest in excess of the limit so authorized. In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further agreement or notice between or by the Company or the Holder, be deemed
applied to the payment of principal, if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture. If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section or
otherwise, such excess shall be deemed to be an interest-free loan from the
Company to the Holder, which loan shall be payable immediately upon demand by
the Company. The provisions of this Section shall control every other provision
of this Debenture.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       7
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         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: _______, 2005

                                            ADVANCED TECHNOLOGY INDUSTRIES, INC.

                                            By: ________________________________


                                                       Allan Klepfisz
                                                --------------------------------
                                                         (Print Name)


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<PAGE>


                                    EXHIBIT A


                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)



         The undersigned hereby irrevocably elects to convert $ ________________
of the principal amount of the above Debenture No. ___ into shares of Common
Stock of ADVANCED TECHNOLOGY INDUSTRIES, INC. (the "Company") according to the
conditions hereof, as of the date written below.



Date of Conversion* _________________________________________

Accrued Interest      $__________________________

Applicable Conversion Price  ___________________________________________________


Signature ______________________________________________________________________
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