EXHIBIT 10.27
<PAGE>
EXHIBIT 10.27

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE DEBENTURE UNDER SAID ACT AND
APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND
APPLICABLE STATE LAWS


$_______



SEVENTH GENERATION, INC.

SUBORDINATED DEBENTURE

DUE JUNE 30, 2002


_____________, 1997							Burlington, Vermont


	FOR VALUE RECEIVED, Seventh Generation, Inc., a Vermont corporation (the
"Company") promises to pay on June 30, 2002 to _________________ or his, her
or its registered assigns, the principal sum of ____________________________
($_____) and to pay interest on said sum semi-annually from the date hereof
as set forth below.

1.	Interest.  The Company promises to pay interest on said sum semi-
annually from the date hereof on June 30 and December 31 of each year
commencing on December 31, 1997 at the following rates: The interest rate
from the date hereof through June 30, 1998 shall be at the rate of 10.85%
per annum.  The interest rate for the period from July 1, 1998 through December
31, 1998 shall equal the lesser of (i) four (4) points over the yield for
United States Treasury Notes with as close to a five (5) year due date as
exists on June 30, 1998 as published in the Wall Street Journal and (ii)
12.5 % per annum.  Effective as of January 1, 1999 and through the remainder
of the term, the Company shall, at its option, either:

(a)	continue to pay interest at the lesser of (i) four (4) points
over the then current yield for five-year United States Treasury Notes
adjusted annually on June 30 of each year, and (ii) 12.5% per annum, in
which case from and after January 1, 1999 the outstanding principal
balance of this Subordinated Debenture may be converted into shares of
the Company's common stock, par value $0.000333 per share (the
"Common Stock"), on the terms set forth in Section 2 hereof; or

(b)	(i) pay interest on the outstanding principal balance hereof at
the rate of 22% per annum from January 1, 1999 through June 30, 2002;
and (ii) pay, on June 30, 2002, a premium of 25% over the amount of the
Debenture.

On or before January 15, 1999, the Company shall provide written notice to the
holder hereof as to which option the Company has elected for the remainder of
the term, which notice shall include a statement of the then current interest
rate and, in the event the Company has elected option (a) above, a statement
of the conversion price and the basis on which it has been calculated.

Interest shall be calculated on the basis of actual days elapsed.  If this
Debenture is not paid in full on the due date, whether as stated or by
acceleration, interest on unpaid balances shall thereafter be payable on
demand at a fluctuating rate per annum equal to 2% in excess of the rate of
interest at which this Debenture then would otherwise bear interest.

	2.	Possible Conversion Rights.  In the event that the Company elects to pay
interest pursuant to the provisions of paragraph (a) of Section 1 of this
Debenture, then  at any time on or after January 1, 1999, the holder hereof
may elect to exchange all or part of the outstanding principal balance of
this Debenture, exclusive of interest, into  shares of the Common Stock, par
value $.000333 per share, of the Company.  Subject to adjustment as hereinafter
provided, the conversion price shall be based on the Fair Market Value of the
Company's Common Stock as of December 31, 1998 and calculated as follows:

		(a)	If the Fair Market Value is less than or equal to one dollar ($1.00),
then the purchase price shall equal 25% less than the Fair Market Value, but in
no event less than fifty cents ($.50) per share.

		(b)	If the Fair Market Value is greater than one dollar and less than or
equal to one dollar twenty-five cents ($1.25), then the purchase price shall
equal 30% less than the Fair Market Value.

		(c)	If the Fair Market Value is greater than one dollar twenty-five cents
($1.25) and less than or equal to one dollar fifty cents ($1.50), then the
purchase price shall equal 35% less than the Fair Market Value.

		(d)	If the Fair Market Value is greater than one dollar fifty cents ($1.50)
and less than or equal to one dollar seventy-five cents ($1.75), then the
purchase price shall equal 40% less than the Fair Market Value.

		(e)	If the Fair Market Value is greater than one dollar seventy-five
cents ($1.75) and less than or equal to two dollars ($2.00), then the purchase
price shall equal 45% less than the Fair Market Value.

		(f)	If the Fair Market Value is greater than two dollars ($2.00), then the
purchase price shall equal 50% less than the Fair Market Value.

For purposes hereof "Fair Market Value" shall mean a value equal to the
arithmetic average (rounded to the nearest five decimal places) of the last
reported sale price per share of the Common Stock on the NASDAQ electronic
bulletin board (or other principal United States market on which the Common
Stock is then trading) for the twenty consecutive business days ending with
the last business day prior to January 1, 1999.  Any such exchange shall be
accomplished by surrender of this Debenture to the Company duly endorsed and
delivered to the Company by the holder of this Debenture together with an
investment letter duly endorsed and delivered by the holder in the form
requested by the Company.  Each certificate evidencing shares of Common Stock
issued in exchange for this Debenture shall bear a legend substantially
similar to the following:

		"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") or any
state securities laws, have been acquired for investment, and may not be
sold, pledged, hypothecated or otherwise transferred unless a registration
statement under the Act and any applicable state law is in effect with
regard thereto or an exemption from such registration is available."

	If less than all of the unpaid principal amount evidenced by this Debenture
shall be converted into Common Stock, the Company will, upon such conversion,
execute and deliver to the holder hereof a new Debenture (dated the date
hereof) evidencing the remaining amount of principal then owing.  No fraction
of a share of Common Stock shall be issuable upon conversion, but in lieu
thereof the Company shall make a cash adjustment.  No adjustments shall be
made upon the conversion of this Debenture at the date of conversion, it being
understood, however, that interest accrued at the date of conversion upon the
portion of this Debenture then being converted shall be payable in cash at the
time of conversion.

	In case at any time or from time to time after the date hereof, the holders of
Common Stock (or of any shares of stock or other securities at the time
receivable upon the conversion hereof) shall have received in respect
thereof, or on or after the record date fixed for the determination of
eligible shareholders shall have become entitled to receive in respect
thereof, without payment therefor other or additional or less stock or
other securities by way of dividend, spin-off, split-up, reclassification,
combination of shares or similar corporate rearrangement; then and in each
such case the holder of this Debenture, on any conversion hereof as provided
in this Section 2, shall be entitled to receive the amount of stock and other
securities which such holder would have held on the date of such conversion
if on the date hereof he, she or it had been the holder of record of the number
of shares of Common Stock to be then delivered to the holder under the terms of
this Section 2 and had thereafter, during the period from the date hereof to
and including the date of such conversion, retained such shares and/or all
such other or additional (or less) stock and other securities receivable by
him, her or it as aforesaid during such period giving effect to all adjustments
called for by the following paragraph.

In case the Company after the date hereof shall (a) effect a reorganization or
re-capitalization, (b) consolidate with or merge into any other entity, or (c)
transfer all or substantially all of its properties or assets to any other
person, then and in each such case the holder of this Debenture, on the
conversion hereof as provided in this Section 2 at any time after the
consummation of such reorganization, consolidation, merger or transfer as the
case may be, shall be entitled to receive, in lieu of the Common Stock or
other securities receivable upon the conversion hereof prior to such
consummation, the stock or other securities or property to which such holder
would have been entitled upon such consummation if such holder had converted
this Debenture immediately prior thereto, all subject to adjustment as provided
in the preceding paragraph.

	3.	Notice of Certain Events.  In the event that the Company proposes any of
the following:

		(a)	the payment of any dividend or other distribution to its
shareholders;

		(b)	the offering of any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
of the Company, except for the offer of any such stock or securities to any
employee of, director of, or consultant to the Company;

(c)	any capital reorganization of the Company, any reclassification or re-
capitalization of the capital stock of the Company, any transfer of all or
substantially all of the assets of the Company to any other person, or any
consolidation with or merger into any other person; or

		(d)	any voluntary dissolution, liquidation or winding-up of the
Company;

then and in each such event the Company will mail or cause to be mailed to the
holder hereof a notice specifying, if applicable, (i) the date on which any
record is to be taken for the purpose of determining the holders of the
Company's Common Stock who are entitled to receive such dividend or
distribution and stating the amount and character of such dividend or
distribution, (ii) the proposed terms of any offering referred to in clause
(b) above, or (iii) the date on which any such reorganization,
reclassification, re-capitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any
is to be fixed, as of which the holders of record of Common Stock or other
securities shall be entitled to exchange their shares of Common Stock or other
securities for the securities or property deliverable on such reorganization,
reclassification, re-capitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up.  Such notice shall be mailed at
least ten (10) days prior to the date therein specified and shall be provided
for notice purposes only.

	4.	Rights Reserved.  No provisions of this Debenture and no right or option
granted or conferred herein shall in any way limit, affect or abridge the
exercise by the Company of any of its corporate rights or powers, including
without limitation, its corporate right and power to issue securities,
re-capitalize, amend its Articles of Association, reorganize, consolidate or
merge with or into another corporation, or transfer or encumber all or any
part of its property or assets.

	5.	Common Stock Reserved.  At all times while any amounts are outstanding
hereunder, the Company will reserve and keep available, solely for issuance
and delivery on the conversion of this Debenture, all shares of Common Stock
(or other securities), if any, from time to time issuable on the conversion
of this Debenture.

	6.	Acceleration.  This Debenture shall, at the option of the holder, become
immediately due and payable upon written notice from the holder to the Company
upon the occurrence and during the continuance of any of the following events:

		(a)	Failure to make any payment of principal or interest when
due which failure has continued for a period of thirty (30) days after written
notice thereof shall have been received by the Company from the holder hereof;

		(b)	Default in the payment or performance of any liability,
obligation or agreement of the maker hereof contained in this Debenture,
and such default shall continue for a period of forty-five (45) days after
written notice of such default shall have been received by the Company
from the holder hereof, or if such default shall not be curable within such
forty-five (45) day period, the Company shall not have commenced to cure
such default during such forty-five (45) day period and shall thereafter
diligently prosecute to conclusion any such cure;

		(c)	If the Company shall make an assignment for the benefit of
creditors or shall admit in writing its inability to pay its debts as they
become due;

		(d)	If the Company shall file a voluntary petition in bankruptcy,
or shall be adjudicated a bankrupt or insolvent, or shall file any petition
or answer seeking any reorganization arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present or any future
federal bankruptcy code or other applicable federal, state or similar statute,
law or regulation, or shall seek or consent to or acquiesce in the appointment
of any trustee, receiver or liquidator of the Company or of all or any
substantial part of its properties;

		(e)	If within ninety (90) days after the commencement of any
proceedings against the Company seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or any future federal bankruptcy code or other
applicable federal, state or similar statute, law or regulation, such
proceeding shall not have been dismissed or if, within ninety (90) days
after the appointment, without the consent or acquiescence of the
Company, of any trustee, receiver or liquidator of the Company or of all or
any substantial part of its properties, such appointment shall not have
been vacated;

		(f)	If any Senior Indebtedness (as defined in Section 8) in
excess of $250,000 shall become due and payable prior to the stated
maturity thereof as a result of an event of default by the Company
pursuant to the terms of such Senior Indebtedness; or

		(g)	If any of the Company's other Subordinated Debentures
issued pursuant to a resolution of the Company's Board of Directors in
May, 1997 shall be accelerated in accordance with the terms thereof (the
"May 1997 Debentures").

	7.	Redemption.  This Debenture may not be redeemed by the Company prior
to its maturity without the consent of the holder hereof.  In the event the
Company offers to redeem all or any part of this Debenture prior to maturity,
the Company shall offer to redeem a like percentage of each other May 1997
Debenture.

	8.	Subordination.  The indebtedness evidenced by this Debenture is
subordinate and junior to the prior payment in full of the principal of (and
premium, if any) and interest on all Senior Indebtedness.  "Senior
Indebtedness" means the principal of (and premium, if any) and interest on
all indebtedness of the Company for money borrowed from banks and other
institutional lenders, whether outstanding on the date hereof or hereafter
arising.  Nothing contained in this Section 8 shall limit or impair
the holder of this Debenture from exercising his, her or its rights, if any,
to convert this Debenture in accordance with Section 2 hereof.

	Anything herein to the contrary notwithstanding, the Company covenants and
agrees, and any holder hereof by its acceptance hereof covenants and agrees,
expressly for the benefit of the present and future holders of the Senior
Indebtedness, that until the Senior Indebtedness shall have been paid in
full, the holder hereof will not take, demand or receive, and the Company
will not make, give or permit, directly or indirectly, by set-off, redemption,
purchase or in any other manner, any payment of the whole or any part hereof,
except that the holder hereof shall be entitled to receive regularly scheduled
payments of interest and principal in accordance with the terms hereof until
(if ever) the holder of any Senior Indebtedness shall have given notice to the
holder hereof (a "Standstill Notice") that (i) the Company is in default in
respect of any payment of principal of, interest on, or other amount due in
connection with any Senior Indebtedness, or (ii) an event has occurred and
is continuing or a condition exists which entitles any holder of the Senior
Indebtedness to declare the same to be due and payable prior to its express
maturity date, provided that the Company may make, and the holder hereof may
take, demand, receive, enforce and collect such payments of principal,
interest and other amounts after the period (the "Standstill Period") ending
on the first to occur of (a) the date such event or condition is waived or
cured and (b) with respect to a nonpayment default, one hundred and eighty
days after the date the Standstill Notice shall have been given to the holder
hereof, unless there shall then exist a payment default in respect of the
Senior Indebtedness in which case the Company shall not make, and the holder
shall not accept, any payment hereunder until such payment default has been
cured.  There shall not be more than one Standstill Period in any 360-day
period.  Each holder hereof, by its acceptance of this Debenture, hereby
agrees that the holders of the Senior Indebtedness may, at any time and from
time to time, without notice to the holders of this Debenture, without
releasing or impairing the subordination contained herein, change the manner,
place or terms of payment, or change or extend the time for payment of or renew
or alter, the Senior Indebtedness, or amend or supplement in any manner the
agreements, instruments or documents relating to, evidencing or securing the
Senior Indebtedness, or release any person liable in any manner for the payment
or collection of the Senior Indebtedness or exercise or refrain from exercising
any rights in respect of the Senior Indebtedness or apply any monies or other
property received to the Senior Indebtedness or accept or release any
security for the Senior Indebtedness.

	Upon the liquidation, dissolution or other winding up of the Company or any
sale of the Company, receivership, insolvency, reorganization or bankruptcy
proceedings, assignment for the benefit of creditors, arrangement or the
commencement of any proceeding for the benefit of creditors, against the
Company for any relief under any bankruptcy, reorganization or insolvency
laws or any other law for the relief of debtors or the readjustment of
indebtedness or other event or condition described in the immediately
preceding paragraph, then and in any such event, any payment of
principal, interest or premium on this Debenture which but for the
subordination provisions of this Debenture would otherwise be payable or
deliverable to the holder hereof shall instead be paid over or delivered to
the holders of the Senior Indebtedness (pro rata, if more than one holder)
for application as a payment or prepayment on account of the Senior
Indebtedness, and the holder(s) hereof shall not receive any payment
therefrom unless and until all Senior Indebtedness shall have been fully paid
and satisfied or the holder of such Senior Indebtedness shall have otherwise
consented.  If any holder hereof shall receive any payment in respect of this
Debenture in violation of the preceding, such holder, by its acceptance hereof,
hereby agrees to hold such payment in trust for the pro rata benefit of the
holders of the Senior Indebtedness and to pay over such amount in the form
received, except for the endorsement without recourse or warranty of the holder
hereof where appropriate, to the holders of the Senior Indebtedness for
application on account of the Senior Indebtedness.

	The subordination provisions hereof are and are intended to be solely for the
purpose of defining the relative rights of the holder hereof and the holders
of the Senior Indebtedness and nothing contained herein is intended to or shall
impair, as between the Company, its creditors and the holder of this Debenture,
the obligation of the Company, which is unconditional and absolute, to pay to
the holder of this Debenture the principal of, and interest on, this Debenture
as and when the same shall become due and payable in accordance with the terms
hereof, or is intended to or shall affect the relative rights of the holder of
this Debenture and creditors of the Company (other than the holders of the
Senior Indebtedness), nor shall anything herein prevent the holder hereof
from exercising all rights and remedies under this Debenture in the Event
of Default hereunder, subject to the right of the holders of the Senior
Indebtedness to receive prior payment in full of such Senior Indebtedness.
Notwithstanding the foregoing, the holder of this Debenture shall not
commence any action for the payment of any principal, interest or other amount
due hereunder unless (i) any Senior Indebtedness shall have been accelerated
or (ii) the Company has become subject to an insolvency, reorganization or
bankruptcy proceeding, receivership proceeding, assignment for the benefit of
creditors or other like proceeding.

	The holder hereof acknowledges that his, her or its intention is that the
rights of the holder hereof to payments of principal, interest and premium,
if any, on this Debenture shall be junior and subordinate to the rights of
the holders of any present or future Senior Indebtedness, and the holder hereof
hereby agrees to confirm the foregoing and to execute any and all such
documents as may be reasonably requested by the holder of any Senior
Indebtedness from time to time.

	9.	Investment Intent.  The holder of this Debenture, by acceptance hereof,
warrants and represents that this Debenture and any security issuable upon
conversion hereof, has been and will be acquired for investment only and not
with a view to, or for sale in connection with, a distribution thereof and
not with a view to their resale, and that this Debenture and any security
issuable upon conversion hereof has been and will be acquired for the holder's
own account and not with a view to their division among others, and that no
other person has any direct or indirect beneficial interest in this Debenture
or any security issuable upon conversion hereof.

	10.	Transferability.  Subject to the restrictions on the face hereof and the
other terms hereof, this Debenture and all rights hereunder are transferable
only on the books of the Company maintained for the purpose by the registered
holder hereof in person or by duly authorized attorney, upon surrender of this
Debenture properly endorsed and upon payment of any necessary transfer tax or
other governmental charges imposed upon such transfer.  Each taker and holder
of this Debenture by taking or holding the same, consents and agrees that when
this Debenture shall have been endorsed in blank, the holder hereof may be
treated by the Company and all other persons dealing with this Debenture as
the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby and to the transfer hereof on the
books of the Company, any notice to the contrary notwithstanding; but until
such transfer on such books, the Company may treat the registered holder
hereof as the owner for all purposes.

	11.	Notices.  All notices given hereunder shall be in writing and delivered in
person, by recognized courier service, or by postage prepaid certified or
registered mail, return receipt requested.  All notices intended for the
holder hereof shall be addressed to it at its last address, as it shall then
appear on the books of the Company.  All notices intended for the Company shall
be addressed to it at 1 Mill Street, Box A26, Burlington, Vermont 05401-1530.
Said addresses may be changed by notice in accordance with this Section 11.

	12.	Certain Waivers.  The maker hereof hereby consents that this Debenture
may be extended from time to time and that no such extension or other
indulgence, and no substitution, release or surrender of collateral and no
discharge or release of any other party primarily or secondarily liable
hereon, shall discharge or otherwise affect the liability of such maker.  No
delay or omission on the part of the holder in exercising any right hereunder
shall operate as a waiver of such right or of any other right hereunder,
and a waiver of any such right on any one occasion shall not be construed as
a bar to or waiver of any such right on any future occasion.  Presentment of
this Debenture for payment, notice of dishonor, protest and notice of protest,
shall be, and the same hereby are, waived by the Company.

	13.	Governing Law.  This Debenture shall be governed by and construed in
accordance with the laws of The State of Vermont.



	EXECUTED as an instrument under seal this ______ day of ________, 1997.




							SEVENTH GENERATION, INC.


							By:	_________________________
								Its Chief Executive Officer


Attest:


_________________________
Secretary