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                                                    OMB Approval No:   3245-0081
                                                     Expiration Date:   04-30-90

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SBIC License No.  04/04-0188                              Loan No.  04623400-02
                -------------                                      -------------
                                   DEBENTURE
                               *****************

$  650,000.00                           Date of Issuance    December 20, 1989
---------------------                                    -----------------------

        J & D Capital Corp.                                      (the "Company")
-----------------------------------------------------------------
        (Name of Licensee)

12747 Biscayne Blvd.           N. Miami             Florida        33181
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          (Street)              (City)              (State)        (Zip)


For value received, the Company hereby promises to pay to the order of Chemical
Bank, as Trustee (the "Trustee") under that certain Trust Agreement dated as of
January 15, 1987 by and among the Trustee, the U.S. Small Business 
Administration ("SBA") and SBIC Funding Corporation, and as the Holder hereof
the principal sum of six hundred fifty thousand and 00/100s dollars 
($ 650,000.00) (the "Original Principal Amount") on December 1, 1999 at such 
location as SBA, as guarantor of this debenture, may direct and to pay interest
semiannually on June 1st and December 1st (the "Payment Dates") of each year, as
herein provided, at the rate of 8.60% per annum on the basis of  a year of 365
days, for the actual number of days (including the first day but excluding the
last day) elapsed (the "Stated Interest Rate"), on said principal sum from the
date of the issuance hereof until payment of such principal sum has been made or
duly provided for.  The Company shall deposit all payments with respect to this
debenture not later than 12:00 noon (Washington, D.C. time) on the applicable
Payment Date or the next business day if the Payment Date is not a business day,
all as directed by SBA.

This debenture is issued by the Company and guaranteed by SBA, pursuant and
subject to Section 303(a) and (b) of the Small Business Investment Act of 1958,
as amended (the "Act") (15 U.S.C. Section 683).  This debenture is subject to
the regulations under the Act, as amended from time to time (the
"Regulations"), provided, however, that Regulation 13 C.F.R. Section 107.203 is
incorporated herein as if fully set forth.





                                      4.24
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The Company may elect to prepay this debenture, as a whole and not in part, on
any Payment Date after the ninth consecutive Payment Date in the manner and at
the price as next described.  The prepayment price shall be an amount equal to
the outstanding principal balance of this debenture, plus interest accrued and
unpaid thereon to the Payment Date selected for prepayment, plus a prepayment
premium (the "Prepayment Premium") calculated as a declining percentage (the
"Applicable Percentage") of the dollar amount of the Stated Interest Rate times
the Original Principal Amount in accordance with the following table (the
"Prepayment Price"):

<TABLE>
<CAPTION>
  Consecutive Payment Dates                        Applicable Percentage
    <S>      <C>     <C>                                       <C>
    10th     or      11th                                      100 %
    12th     or      13th                                       80 %
    14th     or      15th                                       60 %
    16th     or      17th                                       40 %
    18th     or      19th                                       20 %
</TABLE>


The amount of the Prepayment Price shall be sent to SBA or such agent as SBA
shall direct, by wire payment in immediately available funds, not less than
three business days prior to the regular payment date.  Until the Company is
notified otherwise in writing by SBA, any Prepayment Price shall be paid to the
account maintained by the Trustee, entitled the SBA Prepayment Subaccount, and
shall include an identification of the Company by name and SBA-assigned license
number, the loan number appearing on the face hereof, and such other
information as SBA or its agent may specify.

This debenture shall be deemed issued in the District of Columbia as of the
day, month, and year first stated above.  The terms and conditions of this
debenture shall be construed in accordance with, and its validity and
enforcement governed by, the laws of the District of Columbia.

The warranties, representations, or certifications made to SBA on SBA Form 1022
related to this debenture are incorporated herein as if fully set forth.

Should any provision of this debenture or any of the documents incorporated by
reference herein be declared illegal or unenforceable by a court of competent
jurisdiction, the remaining provisions shall remain in full force and effect
and this debenture shall be construed as if said provisions were not contained
herein.



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All notices to Company which are required or may be given under this debenture
shall be sufficient in all respects if sent to the above-noted address of the
Company.   For the purposes of this debenture, the Company may change this
address only upon written approval of SBA.


COMPANY ORGANIZED AS CORPORATION

IN WITNESS WHEREOF, the Company has caused this debenture to be signed by its
duly authorized officer and its corporate seal to be hereunto affixed and
attested by its Secretary or Assistant Secretary as of the date of issuance
stated above.


CORPORATE SEAL




                                                 J & D Capital Corp.            
                                               ------------------------------
                                                   (Name of Licensee)
                    
                                    By:        /s/ Jack Carmel                
                                               ------------------------------ 
                                               Jack Carmel, President   
                                               ------------------------------ 
                                                   (Typed Name and Title)


ATTEST:


/s/ Diane W. Carmel           
------------------------------
Secretary