FORM OF DEBENTURE

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
     REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR
     SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S
     UNDER THE ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT
     OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
     ACT) EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT
     OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
     OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.


No. _______                                          US $_________

               HUNGARIAN TELECONSTRUCT CORP.
                              
  10% SERIES __ CONVERTIBLE DEBENTURE DUE ________________
                              
     THIS DEBENTURE is one of a duly authorized issue of Debentures of
Hungarian Teleconstruct Corp., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company") designated as its
10% Series __  Convertible Debenture Due ___________in an aggregate
principal amount not exceeding Six Hundred Thousand Dollars and
No/100 (U.S. $600,000).

     FOR VALUE RECEIVED, the Company promises to pay to
______________________ the registered holder hereof and its successors and
assigns (the "Holder"), the principal sum of ______________________ Dollars
(US $_________) on November 30, 1998  (the "Maturity Date"), and to pay
interest on the principal sum outstanding, at the rate of 10% per annum due
and payable quarterly in arrears.  Accrual of interest shall commence on
the date hereof and shall continue until payment in full of the
outstanding principal sum has been made or duly provided for.  The
interest so payable will be paid to the person in whose name this Debenture
(or one or more predecessor Debentures) is registered on the records of
the Company regarding registration and transfers of the Debentures
(the "Debenture Register"); provided, however, that the Company's
obligation to a transferee of this Debenture arises only if such transfer,
sale or other disposition is made in accordance with the terms and
conditions of the Offshore Securities Subscription Agreement dated as of
__________________ between the Company and ____________________________
(the "Subscription Agreement").  The principal of, and interest on, this
Debenture are payable 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 hereof
from time to time. The Company will pay the outstanding principal of
and all accrued and unpaid interest due upon this Debenture on the
Maturity Date, less any amounts required by law to be deducted or
withheld, to the Holder of this Debenture as of the Maturity Date
and addressed to such Holder at the last address appearing on the
Debenture Register.  The forwarding of such check shall constitute a
payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on
this Debenture to the extent of the sum represented by such check plus
any amounts so deducted.

     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 but not less than U.S. $50,000.  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 or other applicable laws at the time of such payments.

     3.   This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be transferred
or exchanged in the U.S. only in compliance with the Securities Act of
1933, as amended (the "Act") and applicable state 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 or bound by notice to
the contrary.  Any holder of this Debenture, electing to exercise the
right of conversion set forth in Section 4(a) hereof, in addition to
the requirements set forth in Section 4(a), is also required to give
the Company (i) written confirmation that it is not a U.S. Person and
the Debenture is not being converted on behalf of a U.S. Person and the
representations contained in the Subscription Agreement are true
("Notice of Conversion") or (ii) an opinion of U.S. counsel to the effect
that the Debenture and shares of common stock issuable upon conversion
thereof have been registered under the 1933 Act or are exempt from such
registration.  In the event a Notice of Conversion or opinion of counsel
is not provided the Holder hereof will not be entitled to exercise the
right to convert the Debentures pursuant to Section 4(a) herein.

     4.   (a)  The Holder of this Debenture is entitled, at its option,
at any time commencing 45 days after completion of distribution of the
Debentures of which this Debenture is one, as determined and certified
to the Company by Placement Agent, to convert any or all of the original
 principal amount of this Debenture into shares of common stock, $0.001
 par value per share, of the Company (the "Common Stock"), at a conversion
 price for each share of Common Stock equal to Fifty Percent (50%) of the
 Market Price (as defined below) of the Company's Common Stock.  For
 purposes of this Section 4(a), the "Market Price" shall be the lower of
 (i) the average closing bid price of the Common Stock for the Five (5)
 business days immediately preceding the conversion date, or (ii) the
 average closing bid price of the Common Stock for the five (5) business
 days prior to subscription by the Holder as reported by the National
 Association of Securities Dealers Automated Quotations System ("NASDAQ").
 Such conversion shall be effectuated by surrendering the Debentures to be
 converted to the Company with the form of conversion notice attached
 hereto as Exhibit I, executed by the Holder of this Debenture evidencing
such Holder's intention to convert this Debenture or a specified portion
(as above provided) hereof, and accompanied by proper assignment hereof
in blank.  Accrued but unpaid interest shall be subject to conversion at
 the option of the Company.  No fractional shares 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 the fraction
paid in cash at the discretion of the Company.  The date on which notice
of conversion is given shall be deemed to be the date on which the Holder
has delivered this Debenture, with the conversion notice duly executed,
to the Company or, if earlier, the date set forth in such notice of
conversion if the Debenture is received by the Company within five (5)
business days thereafter. 

          (b)   Notwithstanding the provisions of paragraph 4(a) hereof, the
Company is entitled, at its option, at any time after 75 days from the date
of issue of this Debenture to redeem part or all of the Debentures being
converted by paying to the holder the product of (i) the Market Price, and
(ii) the higher number of shares of Common Stock that would be issuable for
such Debentures pursuant to the calculations in paragraph 4(a).
Such payment shall include accrued interest to such date, and shall be
less any amounts required by law to be deducted or withheld.  Such payment
shall be made by delivering immediately available funds in United States
Dollars by wire transfer to the Holder, or if no wiring instructions have
been provided to the Company, by cashier's or certified check to the last
address of Holder appearing on the Debenture Register, within 5 days of the
date of the Company's forward notice to the holder of the Company's intention
to redeem all or part of the Debentures.  The wiring of such funds or the
forwarding of such check shall constitute a payment of principal and interest
hereunder and shall automatically satisfy and discharge the liability for
principal and interest on this Debenture to the extent of the sum
represented by such wire or check plus any amount so deducted.  

     5.   No provision of this Debenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Debenture at the time, place, and rate, and in the
coin currency, herein prescribed.

     6.   The Company hereby expressly waives demand and presentment for
payment, notice of nonpayment, protest, notice of protest, notice of
dishonor, notice of intent to accelerate, bringing of suit and diligence
in taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to be
owing hereon, regardless of and without any notice, diligence, act or
omission as or with respect to the collection of any amount called for
hereunder.

     7.   The Company agrees to pay all costs and expenses, including
reasonable attorneys' fees, which may be incurred by the Holder in
collecting any amount due under this Debenture.

     8.   If one or more of the following described "Events of Default"
           shall occur:

          (a)  The Company shall default in the payment of principal or
               interest on this Debenture; or

          (b)  Any of the representations or warranties made by the Company
               herein, in the Subscription Agreement, or in any certificate
               or financial or other written statements heretofore or
               hereafter furnished by or on behalf of the Company in
               connection with the execution and delivery of this
               Debenture or the Subscription Agreement shall be false
               or misleading in any material respect at the time made
               and such failure shall remain uncured for a period of 7
               days from receipt of written notice from the Holder; or

          (c)  The Company shall fail to perform or observe, in any material
               respect, any other covenant, term, provision, condition,
               agreement or obligation of the Company under this Debenture
               and such failure shall continue uncured for a period of
               seven (7) days after notice from the Holder of such failure;
               or

          (d)  The Company shall (1) become insolvent; (2) admit in writing
               its inability to pay its debts generally as they mature;
               (3) make an assignment for the benefit of creditors or
               commence proceedings for its dissolution; or (4) 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

          (e)  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 thirty
               (30) days after such appointment; or

          (f)  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 thirty (30) days thereafter; or 

          (g)  Any money judgment, writ or warrant of attachment, or similar
               process in excess of One Hundred Thousand ($100,000) 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
               fifteen (15) days or in any event later than five (5) days
               prior to the date of any proposed sale thereunder; or

          (h)  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
               thirty (30) days after such instruction of 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

          (i)  The Company shall have its Common Stock delisted, so that
               said Common Stock is no longer listed on any national
               securities exchange nor traded in the over-the-counter market.

Then, or at any time thereafter, and in each and every such case, unless
such Event of Default shall have been 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, without presentment,
demand or protest 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, and
without expiration of any period of grace, enforce any and all of the
Holder's rights and remedies provided herein or any other rights or
remedies afforded by law.

     9.   This Debenture represents a general unsecured obligation of
he Company. No recourse shall be had for the payment of the principal of,
or the interest on, this Debenture, or for any claim based hereon, or
otherwise in respect hereof, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Company or
any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

     10.  The Holder of this 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 exercise thereof except under circumstances
which will not result in a violation of the Act or any applicable state
Blue Sky law or similar laws relating to the sale of securities.

     11.  In case any provision of this Debenture is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this
Debenture will not in any way be affected or impaired thereby.

     12.  This Debenture and the agreements referred to in this Debenture
constitute the full and entire understanding and agreement between the
Company and the Holder with respect to the subject hereof.  Neither this
Debenture nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the
Company and the Holder.

     13.  This Debenture shall be governed by and construed in accordance
with the  internal laws of New York.

     14.  As set forth herein, the Company shall use all reasonable efforts
to issue and deliver, within three business days after the Holder has
fulfilled all conditions and submitted all necessary documents duly
executed and in proper form required for conversion (the "Deadline"), to
the Holder or any party receiving a Debenture by transfer from the Holder
(together, a "Holder"), at the address of the Holder on the books of the
Company, a certificate or certificates for the number of Shares of Common
Stock to which the Holder shall be entitled.  The Company understands
that a delay in the issuance of the Shares of Common Stock beyond the
Deadline could result in economic loss to the Holder. As compensation
to the Holder for such loss, the Company agrees to pay liquidated
damages to the Holder for late issuance of Shares upon conversion in
accordance with the following schedule (where "No. Business Days Late"
is defined as the number of business days beyond seven (7) business days
from the date of receipt by the Company of a Notice of Conversion and
the transfer agent of all necessary documentation duly executed and in
proper form required for conversion, including the original Debenture
to be converted, all in accordance with the Debenture, Subscription
Agreement and the requirements of the transfer agent):

     No. Business Days Late             Liquidated Damages

          1                             $500
          2                             $1,000
          3                             $1,500
          4                             $2,000
          5                             $2,500
          6                             $3,000
          7                             $3,500
          8                             $4,000
          9                             $4,500
          10                            $5,000
          10                            $5,000 + $1,000 each
                                        Business Day Late beyond 10
days

     The Company shall pay the Holder any liquidated damages incurred under
this Section by check upon the earlier to occur of (i) issuance of the
Shares to the Holder or (ii) each monthly anniversary of the receipt of
the Company of such Holder's Notice of Conversion.  Nothing herein shall
limit the Holder's right to pursue actual damages for the Company's
failure to issue and deliver shares of Common Stock to the Subscriber in
accordance with the terms of the Debenture.

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


Dated:                                                  

                              HUNGARIAN TELECONSTRUCT CORP.

                              By:                     
                                  Title:  
                                                            




                         EXHIBIT I
                              
                    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 above Debenture No. ___ into Shares of Common Stock of Hungarian
Teleconstruct Corp. the Company") according to the conditions set forth
in such Debenture, as of the date written below.

     The undersigned represents that it is not a U.S. Person as defined
in Regulation S promulgated under the Securities Act of 1933, as amended,
and is not converting the Debenture on behalf of any U.S. Person and the
representations contained in the Subscription Agreement are true.

Date of Conversion*                                
                                           
Applicable Conversion Price 


Signature 
  
                    [Name]


Address:  
   






* This original Debenture and Notice of Conversion must be received by
the Company by the fifth business day following the Date of Conversion.