THIS  DEBENTURE  HAS  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED,  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH REGISTRATION OR
RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY
ACCEPTABLE  TO  THE  MAKER)  IN  THE  FORM,  SUBSTANCE  AND  SCOPE  REASONABLY
SATISFACTORY  TO  THE  MAKER  THAT  THIS DEBENTURE MAY BE SOLD, TRANSFERRED,  OR
OTHERWISE  DISPOSED  OF,  UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
SUCH  STATE  SECURITIES  LAWS.



                           APPIANT TECHNOLOGIES, INC.

                          Secured Convertible Debenture
                               due April __, 2003



No.                                                                   $
   ----                                                                ---------
Dated:  April    ,  2002
              --




     For value received, APPIANT TECHNOLOGIES, INC., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of              (together with its
 -----                                           -------------
successors, representatives, and permitted assigns, the "Holder"), in accordance
                                                         ------
with  the  terms  hereinafter  provided,  the  principal  amount  of
                           Dollars ($         ), together with interest thereon.
--------------------------           ---------
Concurrently  with  the  issuance  of  this  Debenture,  the  Company is issuing
separate  Debentures (the "Other Debentures") to separate purchasers (the "Other
                           ----------------                                -----
Holders") pursuant to the Purchase Agreement (as defined in Section 1.1 hereof).
-------

     All  payments  under  or pursuant to this Debenture shall be made in United
States  Dollars  in  immediately available funds to the Holder at the address of
the  Holder  first  set  forth  above  or  at such other place as the Holder may
designate from time to time in writing to the Maker or by wire transfer of funds
to  the  Holder's account, instructions for which are attached hereto as Exhibit
                                                                         -------
A.  The outstanding principal balance of this Debenture shall be due and payable
on  April   ,  2003  (the  "Maturity Date") or at  such earlier time as provided
          --                --------------
herein.

                                    ARTICLE I

     Section  1.1     Purchase  Agreement.  This Debenture has been executed and
delivered  pursuant to the Debenture and Warrant Purchase Agreement, dated as of
April   ,  2002  (the  "Purchase  Agreement"), by and between the Maker and the
      --
purchaser  listed  therein.  Capitalized  terms  used  and not otherwise defined
herein  shall  have  the  meanings  set  forth  for  such  terms in the Purchase
Agreement.


                                      -1-
<PAGE>
     Section  1.2     Interest.  Beginning  on  the date hereof, the outstanding
principal  balance  of this Debenture shall bear interest, in arrears, at a rate
per  annum  equal  to  eight  percent (8%), payable quarterly or upon conversion
unless earlier converted or prepaid as provided herein, with the first quarterly
payment  due and payable on _______ __, 2002.  Interest shall be computed on the
basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing
on  the  issuance  date  of  this Debenture (the "Issuance Date").  The interest
shall  be  payable at the Maker's option in cash or shares of the Maker's common
stock, par value $.01 per share (the "Common Stock"); provided, however, that if
the  Maker elects to pay in shares of Common Stock, the Maker shall issue to the
Holder  freely  tradable shares of Common Stock.  The number of shares of Common
Stock to be issued as payment of accrued and unpaid interest shall be determined
by  dividing (a) the total amount of accrued and unpaid interest to be converted
into  Common  Stock  by  (b)  the Conversion Price (as defined in Section 3.2(a)
hereof.  Furthermore,  upon the occurrence of an Event of Default (as defined in
Section  2.1  hereof),  then  to the extent permitted by law, the Maker will pay
interest  to the Holder, payable on demand, on the outstanding principal balance
of  the  Debenture  from  the  date  of the Event of Default until such Event of
Default  is  cured  at  the  rate of the lesser of fifteen percent (15%) and the
maximum  applicable  legal  rate  per  annum.

     Section 1.3     Security Agreement.  The obligations of the Maker hereunder
shall be secured by, and the Holder shall be entitled to the rights and security
granted  by  the  Maker pursuant to, the Security Agreement dated as of the date
hereof  by  the  Maker for the benefit of the Holder (the "Security Agreement").

     Section  1.4     Payment  on Non-Business Days.  Whenever any payment to be
made  shall  be  due on a Saturday, Sunday or a public holiday under the laws of
the  State  of New York, such payment may be due on the next succeeding business
day  and  such  next  succeeding day shall be included in the calculation of the
amount  of  accrued  interest  payable  on  such  date.

     Section  1.5     Transfer.  This  Debenture  may  be  transferred  or sold,
subject  to  the  provisions  of  Section  4.8  of  this  Debenture, or pledged,
hypothecated  or  otherwise  granted  as  security  by  the  Holder.

     Section  1.6     Replacement.  Upon  receipt  of a duly executed, notarized
and  unsecured written statement from the Holder with respect to the loss, theft
or  destruction  of  this  Debenture  (or  any  replacement hereof), and without
requiring  an  indemnity bond or other security, or, in the case of a mutilation
of  this Debenture, upon surrender and cancellation of such Debenture, the Maker
shall  issue  a  new  Debenture, of like tenor and amount, in lieu of such lost,
stolen,  destroyed  or  mutilated  Debenture.

                                   ARTICLE II

                          EVENTS OF DEFAULT; REMEDIES

     Section  2.1     Events of Default.  The occurrence of any of the following
events  shall  be  an  "Event  of  Default"  under  this  Debenture:


                                      -2-
<PAGE>
     (a)  the  Maker  shall  fail to make the payment of any amount of principal
outstanding  on  the  date  such  payment  is  due  hereunder;  or

     (b)  the  Maker  shall  fail  to  make  any  payment of interest in cash or
shares  of  Common  Stock  for  a  period  of  five (5) days after the date such
interest  is  due;  or

     (c)  the  failure  of  the  Registration Statement to be declared effective
by  the Securities and Exchange Commission ("SEC") on or prior to the date which
is  ninety  (90)  days  after  the  Closing  Date  (as  defined  in the Purchase
Agreement);  or

     (d)  the  suspension  from  listing  or  the failure of the Common Stock to
be  listed  on  the  Nasdaq SmallCap Market for a period of five (5) consecutive
Trading  Days;  or

     (e)  the  Maker's  notice  to  the  Holder,  including  by  way  of  public
announcement,  at any time, of its inability to comply (including for any of the
reasons  described in Section 3.8(a) hereof) or its intention not to comply with
proper requests for conversion of this Debenture into shares of Common Stock; or

     (f)  the  Maker  shall  fail  to  (i)  timely delivery the shares of Common
Stock  upon conversion of the Debenture or any interest accrued and unpaid, (ii)
timely  file  the  Registration Statement (as defined in the Registration Rights
Agreement) or (iii) make the payment of any fees and/or liquidated damages under
this  Debenture,  the  Purchase  Agreement or the Registration Rights Agreement,
which  failure  in the case of items (i) and (iii) of this Section 2.1(f) is not
remedied  within  seven  (7)  business  days  after  the  occurrence thereof; or

     (g)  while  the  Registration  Statement  is  required  to  be  maintained
effective  pursuant  to  the  terms  of  the  Registration Rights Agreement, the
effectiveness  of  the  Registration Statement lapses for any reason (including,
without  limitation,  the  issuance  of  a  stop order) or is unavailable to the
Holder  for  sale  of the Registrable Securities (as defined in the Registration
Rights  Agreement)  in  accordance  with  the  terms  of the Registration Rights
Agreement,  and  such lapse or unavailability continues for a period of ten (10)
consecutive  Trading  Days,  provided  that  the  cause  of  such  lapse  or
                             --------
unavailability  is not due to factors primarily within the control of Holder; or

     (h)  default  shall  be  made  in  the performance or observance of (i) any
material  covenant,  condition  or  agreement contained in this Debenture (other
than  as  set  forth  in clause (f) of this Section 2.1) and such default is not
fully  cured  within five (5) business days after the occurrence thereof or (ii)
any  material  covenant,  condition  or  agreement  contained  in  the  Purchase
Agreement, the Security Agreement, the Other Debentures, the Registration Rights
Agreement or the Security Agreement which is not covered by any other provisions
of  this  Section  2.1  and  such  default  is  not fully cured within seven (7)
business  days  after  the  occurrence  thereof;  or

     (i)  any  material  representation  or warranty made by the Maker herein or
in  the  Purchase  Agreement,  the Security Agreement or the Registration Rights
Agreement  shall prove to have been false or incorrect or breached in a material
respect  on  the  date  as  of  which  made;  or


                                      -3-
<PAGE>
     (j)  the  Maker  shall  issue  any debt securities which are (i) senior to,
or  pari  pasu with, this Debenture and the Other Debentures and (ii) not issued
on  such terms as are acceptable to the Holders of a majority of the outstanding
principal  amount of this Debenture and the Other Debentures purchased under the
Purchase  Agreement;  or

     (k)  the  consummation  of  any  of  the  following  transactions:  (i) the
consolidation,  merger or other business combination of the Maker with or into a
person  or entity (other than (A) pursuant to a migratory merger effected solely
for  the  purpose  of changing the jurisdiction of incorporation of the Maker or
(B)  a  consolidation,  merger or other business combination in which holders of
the Maker's voting power immediately prior to the transaction continue after the
transaction  to  hold, directly or indirectly, the voting power of the surviving
entity  or entities necessary to elect a majority of the members of the board of
directors  (or  their  equivalent if other than a corporation) of such entity or
entities),  except  if  in  the case of a consolidation merger or other business
combination  of  the  Maker, the Maker shall have given the Holder not less than
fifteen  (15)  business  days  prior  written  notice  thereof (the "Transaction
                                                                     -----------
Notice") and shall have furnished the Holder with such information regarding the
consolidation,  merger  or  other  business  combination  (including,  without
limitation,  the counterparties thereto) as the Holder may reasonably request in
order  for  the  Holder  to  determine if it will exercise its conversion rights
hereunder  prior  to  the  consummation  of  such consolidation, merger or other
business  combination;  (ii) the sale or transfer of all or substantially all of
the  Maker's assets; or (iii) the consummation of a purchase, tender or exchange
offer  made  to the holders of more than 30% of the outstanding shares of Common
Stock;  or

     (l)  the  Company  fails  to obtain, prior to the sixtieth (60th) day after
the  Initial  Closing Date, either (a) approval by the stockholders of the Maker
of the proposal presented and recommended by the Board of Directors of the Maker
to  approve  the  Holder  acquiring  in  excess  of  19.99%  of  the  issued and
outstanding  shares  of  Common  Stock  upon conversion of this Debenture and/or
exercise  of  the Warrants or (b) a waiver by the Nasdaq SmallCap Market (or any
successor  entity) of such stockholder approval (a "Nasdaq Waiver"), as required
                                                    -------------
by  the  applicable  rules and regulations of the Nasdaq SmallCap Market (or any
successor entity) applicable to approve the issuance of share of Common Stock in
excess  of  19.99%  of  the issued and outstanding shares of Common Stock of the
Maker  pursuant  to  the terms hereof; provided,  however, that the Company must
                                       --------  --------
request  such  a  Nasdaq Waiver no later than the fifth (5th) business day after
the  Initial  Closing  Date.

     (m)  the  Maker  shall  (i) default in any payment of any amount or amounts
of  principal  of  or  interest on any Indebtedness (other than the Indebtedness
hereunder)  the aggregate principal amount of which Indebtedness is in excess of
$100,000 or (ii) default in the observance or performance of any other agreement
or  condition  relating  to  any  Indebtedness or contained in any instrument or
agreement  evidencing,  securing  or  relating thereto, or any other event shall
occur  or  condition  exist,  the  effect  of  which  default  or other event or
condition  is  to  cause,  or  to permit the holder or holders or beneficiary or
beneficiaries  of  such  Indebtedness  to  cause  with  the  giving of notice if
required,  such  Indebtedness  to  become  due  prior to its stated maturity; or

     (n)  the  Maker  shall  (i)  apply for or consent to the appointment of, or
the  taking  of  possession  by, a receiver, custodian, trustee or liquidator of
itself  or  of  all or a substantial part of its property or assets, (ii) make a
general  assignment for the benefit of its creditors, (iii)


                                      -4-
<PAGE>
commence  a  voluntary  case  under the United States Bankruptcy Code (as now or
hereafter  in  effect) or under the comparable laws of any jurisdiction (foreign
or  domestic), (iv) file a petition seeking to take advantage of any bankruptcy,
insolvency,  moratorium,  reorganization  or  other  similar  law  affecting the
enforcement  of  creditors'  rights  generally,  (v) acquiesce in writing to any
petition  filed against it in an involuntary case under United States Bankruptcy
Code  (as  now  or  hereafter  in  effect)  or  under the comparable laws of any
jurisdiction  (foreign  or  domestic), or (vi) take any action under the laws of
any  jurisdiction  (foreign  or  domestic) analogous to any of the foregoing; or

     (o)  a  proceeding  or  case  shall  be  commenced in respect of the Maker,
without  its  application  or  consent,  in any court of competent jurisdiction,
seeking  (i)  the  liquidation, reorganization, moratorium, dissolution, winding
up,  or  composition  or  readjustment  of  its debts, (ii) the appointment of a
trustee,  receiver,  custodian,  liquidator  or  the like of it or of all or any
substantial part of its assets in connection with the liquidation or dissolution
of  the  Maker  or (iii) similar relief in respect of it under any law providing
for  the relief of debtors, and such proceeding or case described in clause (i),
(ii)  or  (iii)  shall  continue  undismissed,  or unstayed and in effect, for a
period  of  sixty  (60)  days  or  any  order  for relief shall be entered in an
involuntary  case  under  United  States Bankruptcy Code (as now or hereafter in
effect)  or  under the comparable laws of any jurisdiction (foreign or domestic)
against  the  Maker  or  action  under  the laws of any jurisdiction (foreign or
domestic)  analogous  to any of the foregoing shall be taken with respect to the
Maker  and shall continue undismissed, or unstayed and in effect for a period of
sixty  (60)  days;  or

     (p)  the  occurrence  of  an  Event  of Default under the Other Debentures.

     Section  2.2     Remedies Upon An Event of Default.  If an Event of Default
                      ---------------------------------
shall have occurred and shall be continuing, the Holder of this Debenture may at
any  time  at its option (a) declare the entire unpaid principal balance of this
Debenture,  together  with  all  interest  accrued  hereon, due and payable, and
thereupon,  the  same  shall  be  accelerated  and  so  due and payable, without
presentment,  demand,  protest,  or  notice,  all  of which are hereby expressly
unconditionally  and  irrevocably  waived  by the Maker; provided, however, that
                                                         --------- -------
upon  the  occurrence  of an Event of Default described in (i) Sections 2.1 (m),
(n)  or  (o),  the  outstanding principal balance and accrued interest hereunder
shall be automatically due and payable and (ii) Sections 2.1 (c)-(l), demand the
prepayment of this Debenture pursuant to Section 3.7 hereof, (b) demand that the
principal  amount  of this Debenture then outstanding and all accrued and unpaid
interest  thereon shall be converted into shares of Common Stock at a Conversion
Price per share calculated pursuant to Section 3.1 hereof assuming that the date
that  the  Event of Default occurs is the Conversion Date (as defined in Section
3.2(a)  hereof),  or  (c)  exercise  or otherwise enforce any one or more of the
Holder's  rights,  powers,  privileges,  remedies  and  interests  under  this
Debenture,  the  Purchase  Agreement,  the  Security Agreement, the Registration
Rights  Agreement  or  applicable  law.  No  course  of delay on the part of the
Holder shall operate as a waiver thereof or otherwise prejudice the right of the
Holder.  No  remedy  conferred  hereby  shall  be  exclusive of any other remedy
referred  to  herein or now or hereafter available at law, in equity, by statute
or  otherwise.


                                      -5-
<PAGE>
                                  ARTICLE III

                      CONVERSION; ANTIDILUTION; PREPAYMENT

     Section  3.1     Conversion  Option.  At  any time on or after the Issuance
Date,  this  Debenture shall be convertible (in whole or in part), at the option
of  the  Holder  (the  "Conversion  Option"), into such number of fully paid and
non-assessable  shares  of Common Stock (the "Conversion Rate") as is determined
by  dividing  (x)  that  portion of the outstanding principal balance under this
Debenture  as  of  such  date  that  the  Holder  elects  to  convert by (y) the
Conversion  Price  (as  hereinafter defined) then in effect on the date on which
the  Holder  faxes  a  notice  of  conversion  (the  "Conversion  Notice"), duly
executed,  to the Maker (facsimile number (925) 847-3806, Attn.: Chief Financial
Officer)  (the  "Conversion Date"), provided, however, that the Conversion Price
shall  be  subject  to adjustment as described in Section 3.6 below.  The Holder
shall  deliver  this  Debenture  to  the  Maker at the address designated in the
Purchase  Agreement  at  such time that this Debenture is fully converted.  With
respect to partial conversions of this Debenture, the Company shall keep written
records  of  the  amount of this Debenture converted as of each Conversion Date.

     Section  3.2     Conversion  Price.

          (a)     Subject  to  the  provisions of subsection (b) below, the term
"Conversion  Price"  shall mean an amount equal to the lesser of (i) the Closing
 -----------------
Price (as defined below) and (ii) eighty percent (80%) of the average of the two
(2) lowest closing bid prices of the Common Stock during the twenty (20) Trading
Days  immediately prior to the Conversion Date, except that if during any period
(a  "Black-out  Period"), a Holder is unable to trade any Common Stock issued or
     -----------------
issuable  upon  conversion of the Debentures immediately due to the postponement
of filing or delay or suspension of effectiveness of a registration statement or
because the Maker has otherwise informed such Holder that an existing prospectus
cannot  be  used at that time in the sale or transfer of such Common Stock, such
Holder  shall  have  the  option  but  not the obligation on any Conversion Date
within ten (10) Trading Days following the expiration of the Black-out Period of
using  the Conversion Price applicable on such Conversion Date or any Conversion
Price  selected  by  such  Holder  that  would  have  been  applicable  had such
Conversion  Date  been at any earlier time during the Black-out Period or within
the  ten  (10)  Trading  Days  thereafter.

          (b)     The  term  "Closing  Price"  shall mean an amount equal to the
                              --------------
lesser of (i) $1.25 and (ii) the average of the closing bid prices of the Common
Stock  for  the  five  (5) Trading Days immediately prior to the Initial Closing
Date.


                                      -6-
<PAGE>
     Section  3.3     Mechanics  of  Conversion.

     (a)     Not  later  than  three (3) Trading Days after any Conversion Date,
the  Maker  or  its  designated  transfer  agent, as applicable, shall issue and
deliver  to  the Depository Trust Company ("DTC") account on the Holder's behalf
                                            ---
via  the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the
                                                      ----
Conversion Notice, registered in the name of the Holder or its designee, for the
number  of shares of Common Stock to which the Holder shall be entitled.  In the
alternative,  not  later  than three (3) Trading Days after any Conversion Date,
the  Maker  shall  deliver  to  the  applicable  Holder  by  express  courier  a
certificate  or  certificates  which  shall  be  free of restrictive legends and
trading  restrictions  (other than those required by Section 5.1 of the Purchase
Agreement) representing the number of shares of Common Stock being acquired upon
the  conversion of this Debenture.  If in the case of any Conversion Notice such
certificate  or  certificates  are  not  delivered  to  or  as  directed  by the
applicable  Holder  by  the  third  Trading  Day  after the Conversion Date (the
"Delivery Date"), the Holder shall be entitled by written notice to the Maker at
---------------
any  time  on  or  before  its  receipt  of  such  certificate  or  certificates
thereafter,  to  rescind  such  conversion,  in  which  event  the  Maker  shall
immediately  return  this Debenture tendered for conversion, whereupon the Maker
and  the Holder shall each be restored to their respective positions immediately
prior  to  the  delivery  of  such notice of revocation, except that any amounts
described in Sections 3.3(c) and (e) shall be payable through the date notice of
rescission  is  given  to  the  Maker.

     (b)     Upon  receipt  of  a  Conversion  Notice,  the Maker shall promptly
deliver  to  the Maker's transfer agent (the "Transfer Agent") instructions (the
                                              --------------
"Instructions")  to issue the Conversion Shares to the Holder in accordance with
 ------------
the  terms  of  such  Conversion Notice; provided, however, that the Maker shall
                                         --------  -------
deliver  the  Instructions  to  the  Transfer  Agent no later than (i) 3:00 p.m.
Mountain  Standard  Time  ("MST") on the Conversion Date if the Maker receives a
                            ---
Conversion  Notice  at or prior to 12:00 p.m. MST on the Conversion Date or (ii)
11:00  a.m.  MST on  the first business day following the Conversion Date if the
Maker  receives  a Conversion Notice after 12:00 p.m. MST on the Conversion Date
(the  "Instruction  Delivery  Date").
       ---------------------------

     (c)     The Maker understands that a delay in the delivery of the shares of
Common  Stock  upon  conversion  of this Debenture and failure to deliver one or
more  new  Debentures  representing  the  unconverted  principal  amount of this
Debenture  beyond the Delivery Date could result in economic loss to the Holder.
If  the  Maker  fails  to deliver to the Holder such certificate or certificates
pursuant  to this Section hereunder by the Delivery Date, the Maker shall pay to
such  Holder, in cash, an amount per Trading Day for each Trading Day until such
certificates  are  delivered, together with interest on such amount at a rate of
10%  per  annum,  accruing until such amount and any accrued interest thereon is
paid  in  full,  equal  to  the greater of (A) (i) 1% of the aggregate principal
amount  of  the  Debentures  requested  to  be  converted for the first five (5)
Trading  Days  after  the  Delivery  Date and (ii) 2% of the aggregate principal
amount  of  the  Debentures  requested  to  be  converted  for  each Trading Day
thereafter  and  (B)  $2,000  per  day (which amount shall be paid as liquidated
damages  and  not as a penalty).  Nothing herein shall limit a Holder's right to
pursue  actual  damages  for  the  Maker's  failure  to  deliver  certificates
representing  shares of Common Stock upon conversion 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).


                                      -7-
<PAGE>
Notwithstanding  anything  to the contrary contained herein, the Holder shall be
entitled  to  withdraw  a  Conversion Notice, and upon such withdrawal the Maker
shall only be obligated to pay the liquidated damages accrued in accordance with
this  Section  3.3(b)  through  the  date  the  Conversion  Notice is withdrawn.

     (d)     The  Maker understands that a delay in the delivery by the Maker of
the  Instructions  to  the  Transfer  Agent beyond the Instruction Delivery Date
could  result  in economic loss to the Holder.  If the Maker fails to deliver to
the Transfer Agent such Instructions pursuant to this Section by the Instruction
Delivery  Date,  the  Maker  shall  pay  to  such Holder, in cash, an amount per
Trading Day for each Trading Day until such Instructions are delivered, together
with  interest  on  such  amount at a rate of 10% per annum, accruing until such
amount and any accrued interest thereon is paid in full, equal to the greater of
(A)  (i)  1% of the aggregate principal amount of the Debentures requested to be
converted  for  the first five (5) Trading Days after the Delivery Date and (ii)
2% of the aggregate principal amount of the Debentures requested to be converted
for  each  Trading  Day thereafter and (B) $2,000 per day (which amount shall be
paid  as liquidated damages and not as a penalty).  Nothing herein shall limit a
Holder's  right  to pursue actual damages for the Maker's failure to deliver the
Instructions  to  the Transfer Agent 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).  Notwithstanding anything to the contrary contained herein,
the  Holder  shall  be  entitled  to withdraw a Conversion Notice, and upon such
withdrawal  the  Maker  shall  only  be  obligated to pay the liquidated damages
accrued  in  accordance with this Section 3.3(d) through the date the Conversion
Notice  is  withdrawn.


     (e)     In  addition  to  any  other rights available to the Holder, if the
Maker  fails  to deliver to the Holder such certificate or certificates pursuant
to Section 3.3(a) by the Delivery Date and if after the Delivery Date the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver  in satisfaction of a sale by such Holder of the Conversion Shares which
the  Holder  anticipated  receiving  upon such conversion (a "Buy-In"), then the
                                                              ------
Maker  shall pay in cash to the Holder (in addition to any remedies available to
or  elected  by  the Holder) an amount equal to (A) the aggregate amount paid by
such  Holder for the shares of Common Stock so purchased minus (B) the aggregate
amount  of  net  proceeds,  if any, received by such Holder from the sale of the
shares of Common Stock issued by the Maker pursuant to such conversion, together
with  interest thereon at a rate of the lesser of 15% and the maximum applicable
legal  rate  per  annum,  accruing  until  such  amount and any accrued interest
thereon  is  paid  in full (which amount shall be paid as liquidated damages and
not  as a penalty).  For example, if the Holder purchases shares of Common Stock
having  a  total  purchase price of $11,000 to cover a Buy-In with respect to an
attempted  conversion  of  $10,000 aggregate principal amount of this Debenture,
the Maker shall be required to pay the Holder $1,000, plus interest.  The Holder
shall  provide  the  Maker  written notice indicating the amounts payable to the
Holder  in  respect  of  the  Buy-In.

     Section  3.4     Ownership  Cap  and  Certain  Conversion  Restrictions.

     (a)     Notwithstanding  anything to the contrary set forth in Section 3 of
this Debenture, at no time may a holder of this Debenture convert this Debenture
if the number of shares of


                                      -8-
<PAGE>
Common  Stock  to  be  issued  pursuant  to  such  conversion would exceed, when
aggregated  with  all  other shares of Common Stock owned by such holder at such
time,  the  number  of  shares of Common Stock which would result in such holder
owning  more  than  4.999%  of all of the Common Stock outstanding at such time;
provided, however, that upon a holder of this Debenture providing the Maker with
sixty-one  (61)  days  notice  (pursuant  to  Section  4.1  hereof) (the "Waiver
Notice")  that  such  holder would like to waive this Section 3.4 with regard to
any  or  all  shares of Common Stock issuable upon conversion of this Debenture,
this  Section  3.4 will be of no force or effect with regard to all or a portion
of  the  Debenture  referenced  in  the  Waiver  Notice.

     (b)     The  Holder  may  not convert any Debenture hereunder to the extent
such conversion would result in the Holder beneficially owning (as determined in
accordance  with  Section 13(d) of the Exchange Act and the rules thereunder) in
excess  of  9.999%  of  the  then issued and outstanding shares of Common Stock,
including  shares  issuable  upon conversion of the Debenture held by the Holder
after  application of this Section; provided, however, that nothing in Section 3
                                    --------  -------
of  this  Debenture  shall prohibit the Holder from converting a portion of this
Debenture  into  Conversion  Shares,  selling  such  Conversion Shares, and then
converting  more  of the Debenture such that the Holder sells more than 9.99% of
the  Common  Stock  without  holding  more than 9.99% of the Common Stock at any
time.

     (c)     Notwithstanding  anything  to  the  contrary  set forth herein, the
Maker  shall  not  be  obligated to issue in excess of an aggregate of 3,245,980
shares  of  Common  Stock  upon  conversion  of the Debentures and any shares of
Common Stock issuable in connection with the Purchase Agreement, which number of
shares  shall  be subject to adjustment pursuant to Section 3.6, and such number
of shares, the "Issuable Maximum"; provided, however, that such Issuable Maximum
                ----------------   --------  -------
shall  not  apply  in  the  event  that  the  Company  obtains  (a)  the vote of
shareholders  (the  "Shareholder  Approval"),  if any, as may be required by the
                     ---------------------
applicable rules and regulations of the Nasdaq SmallCap Market (or any successor
entity) applicable to approve the issuance of share of Common Stock in excess of
the  Issuable Maximum pursuant to the terms hereof or (b) a waiver by the Nasdaq
SmallCap  Market (or any successor entity) of such required Shareholder Approval
(a  "Nasdaq  Waiver").  The  Issuable  Maximum  equals  19.999% of the number of
     --------------
shares  of Common Stock outstanding immediately prior to the Closing.  Shares of
Common  Stock  issued  in  respect of penalties and liquidated damages hereunder
shall  not  count  towards the 3,245,980 share limit set forth in this paragraph
and  shall  be paid in cash as provided herein unless otherwise agreed to by the
Holders.  If  on  any Conversion Date (A) the Common Stock is listed for trading
on  the  Nasdaq SmallCap Market, (B) the Conversion Price then in effect is such
that  the  aggregate  number  of  shares  of Common Stock previously issued at a
discount  upon  conversion  of Debentures or otherwise issued in connection with
the  Purchase Agreement, would equal or exceed the Issuable Maximum, and (C) the
Maker shall not have previously obtained either Shareholder Approval or a Nasdaq
Waiver,  then  the  Maker shall issue to the Holder so requesting such number of
shares  of  Common Stock equal to such Holder's pro rata portion of the Issuable
Maximum  as  of  the initial purchase date and, with respect to the remainder of
shares  of  Common  Stock  which would result in an issuance of shares of Common
Stock  in  excess of the Issuable Maximum (the "Excess Shares"), the Maker shall
                                                -------------
have  the  option  to  either  (1)  use  its  reasonable  efforts  to obtain the
Shareholder  Approval applicable to such issuance as soon as is possible, but in
any event not later than the 90th day after such request, or (2) deliver to such
holder  cash  in  an amount equal to the product of (x) the closing bid price of
the Common Stock


                                      -9-
<PAGE>
on  the applicable Conversion Date, and (y) the number of shares of Common Stock
in  excess  of such Holder's pro rata portion of the Issuable Maximum that would
have  otherwise  been  issuable  to  the  Holder  but for the provisions of this
Section  (such  amount  of  cash  being hereinafter referred to as the "Discount
                                                                        --------
Equivalent"). If the Maker fails to pay the Discount Equivalent in full pursuant
----------
to  this  Section  within  fifteen  (15)  days  after  the Maker fails to obtain
Shareholder  Approval  pursuant to (1) above or the date payable pursuant to (2)
above,  the  Maker  will  pay interest thereon at a rate of 10% per annum to the
Holder,  accruing  daily  from the applicable Conversion until such amount, plus
all  such interest thereon, is paid in full. The Maker and the Holder understand
and agree that shares of Common Stock issued to and then held by the Holder as a
result  of  conversion  of  the  Debentures  or  as  a result of exercise of the
Warrants  shall  not  be  entitled  to  cast  votes  on any resolution to obtain
Shareholder  Approval.

     Section  3.5     Intentionally  Omitted.

     Section  3.6     Adjustment  of  Conversion  Price.

     (a)  The  Conversion  Price  shall  be  subject  to adjustment from time to
time  as  follows:

          (i)  Adjustments for Stock Splits and Combinations. If the Maker shall
             ----------------------------------------------
at  any  time or from time to time after the Issuance Date, effect a stock split
of  the  outstanding  Common  Stock,  the  applicable Conversion Price in effect
immediately prior to the stock split shall be proportionately decreased.  If the
Maker  shall  at  any time or from time to time after the Issuance Date, combine
the  outstanding  shares  of  Common  Stock,  the applicable Conversion Price in
effect  immediately prior to the combination shall be proportionately increased.
Any  adjustments under this Section 3.6(a)(i) shall be effective at the close of
business  on  the  date  the  stock  split  or  combination  occurs.

         (ii)  Adjustments for Certain Dividends and Distributions. If the Maker
               ---------------------------------------------------
shall at any time or from time to time after the Issuance Date, make or issue or
set  a  record date for the determination of holders of Common Stock entitled to
receive  a  dividend  or  other  distribution payable in shares of Common Stock,
then,  and  in each event, the applicable Conversion Price in effect immediately
prior  to  such  event shall be decreased as of the time of such issuance or, in
the event such record date shall have been fixed, as of the close of business on
such record date, by multiplying, as applicable, the applicable Conversion Price
then  in  effect  by  a  fraction:

               (1)  the  numerator  of which shall be the total number of shares
of  Common  Stock  issued  and outstanding immediately prior to the time of such
issuance  or  the  close  of  business  on  such  record  date;  and

               (2)  the denominator of which shall be the total number of shares
of  Common  Stock  issued  and outstanding immediately prior to the time of such
issuance  or the close of business on such record date plus the number of shares
of  Common  Stock  issuable  in  payment  of  such  dividend  or  distribution.

        (iii)  Adjustment  for Other Dividends and Distributions. If the Maker
               --------------------------------------------------
shall at any time or from time to time after the Issuance Date, make or issue or
set  a  record date for the determination of holders of Common Stock entitled to
receive  a dividend or other distribution payable


                                      -10-
<PAGE>
in  other  than  shares of Common Stock, then, and in each event, an appropriate
revision to the applicable Conversion Price shall be made and provision shall be
made  (by  adjustments of the Conversion Price or otherwise) so that the holders
of  this  Debenture  shall  receive upon conversions thereof, in addition to the
number of shares of Common Stock receivable thereon, the number of securities of
the  Maker which they would have received had this Debenture been converted into
Common  Stock  on  the  date of such event and had thereafter, during the period
from  the date of such event to and including the Conversion Date, retained such
securities (together with any distributions payable thereon during such period),
giving  application  to all adjustments called for during such period under this
Section  3.6(a)(iii) with respect to the rights of the holders of this Debenture
and  the  Other  Debentures.

         (iv)  Adjustments  for  Reclassification,  Exchange or Substitution. If
               -------------------------------------------------------------
the  Common Stock issuable upon conversion of this Debenture at any time or from
time  to  time after the Issuance Date shall be changed to the same or different
number  of shares of any class or classes of stock, whether by reclassification,
exchange,  substitution  or  otherwise  (other  than  by way of a stock split or
combination  of  shares  or  stock dividends provided for in Sections 3.6(a)(i),
(ii)  and  (iii),  or a reorganization, merger, consolidation, or sale of assets
provided  for  in  Section  3.6(a)(v)),  then, and in each event, an appropriate
revision  to the Conversion Price shall be made and provisions shall be made (by
adjustments  of  the  Conversion Price or otherwise) so that the holder of  this
Debenture  shall  have  the  right thereafter to convert this Debenture into the
kind  and  amount  of  shares  of  stock  and  other  securities receivable upon
reclassification,  exchange,  substitution  or  other  change, by holders of the
number  of  shares  of  Common  Stock  into which such Debenture might have been
converted  immediately prior to such reclassification, exchange, substitution or
other  change,  all  subject  to  further  adjustment  as  provided  herein.

          (v)  Adjustments for Reorganization, Merger, Consolidation or Sales of
               -----------------------------------------------------------------
Assets.  If at any time or from time to time after the Issuance Date there shall
------
be  a capital reorganization of the Maker (other than by way of a stock split or
combination  of  shares  or  stock  dividends  or  distributions provided for in
Section  3.6(a)(i),  (ii)  and  (iii),  or  a  reclassification,  exchange  or
substitution  of  shares  provided  for  in  Section 3.6(a)(iv)), or a merger or
consolidation  of the Maker with or into another corporation, or the sale of all
or substantially all of the Maker's properties or assets to any other person (an
"Organic Change"), then as a part of such Organic Change an appropriate revision
 --------------
to  the  Conversion  Price  shall  be  made  and  provision  shall  be  made (by
adjustments  of  the  Conversion  Price or otherwise) so that the holder of this
Debenture  shall  have  the  right thereafter to convert such Debenture into the
kind and amount of shares of stock and other securities or property of the Maker
or  any  successor corporation resulting from Organic Change.  In any such case,
appropriate  adjustment  shall  be  made in the application of the provisions of
this  Section  3.6(a)(v)  with  respect  to  the  rights  of  the holder of this
Debenture  after  the  Organic  Change  to  the  end that the provisions of this
Section  3.6(a)(v)  (including any adjustment in the applicable Conversion Price
then in effect and the number of shares of stock or other securities deliverable
upon  conversion  of  this  Debenture and the Other Debentures) shall be applied
after  that  event  in  as  nearly  an  equivalent manner as may be practicable.

          (vi) Adjustments  for  Issuance  of Additional Shares of Common Stock.
               -----------------------------------------------------------------

                                      -11-
<PAGE>
               (1)  In  the  event  the  Maker, shall, at any time, from time to
time,  issue  or sell any shares of additional shares of common stock (including
Treasury  Shares)  to  a third party ("Additional Shares of Common Stock") other
                                       ---------------------------------
than  the  Holder  for  a consideration per share less than the Conversion Price
then  in effect for the Debenture immediately prior to the time of such issue or
sale,  then,  forthwith  upon  such  issue or sale, the Conversion Price then in
effect for the Debentures shall be reduced to a price equal to the consideration
per  share  paid  for such Common Stock and the number of shares of Common Stock
for which this Debenture is convertible shall be increased by the product of the
number  of  shares  of  Common  Stock  for  which  this Debenture is convertible
immediately  prior  to  such  issuance  or  sale  multiplied  by  the  Dilution
Percentage.  "Dilution  Percentage"  shall  mean  the  percentage  by  which the
Conversion  Price then in effect is reduced pursuant to this Section 3.6(a)(vi).

               (2)  If  the  Maker,  at  any time after the Issuance Date, shall
issue  any Additional Shares of Common Stock to the Holder, at a price per share
less  than  the  applicable  Conversion  Price  then  in  effect  or  without
consideration,  then  the  applicable  Conversion  Price upon each such issuance
shall  be  adjusted  to  that  price (rounded to the nearest cent) determined by
multiplying  the  applicable  Conversion  Price  then  in  effect by a fraction:

                    (A)  the numerator of which shall be equal to the sum of (x)
the  number  of  shares  of  Common  Stock  outstanding immediately prior to the
issuance of such Additional Shares of Common Stock plus (y) the number of shares
                                                   ----
of  Common  Stock  (rounded  to  the  nearest  whole  share) which the aggregate
consideration  for the total number of such Additional Shares of Common Stock so
issued  would  purchase  at a price per share equal to the applicable Conversion
Price  then  in  effect,  and

                    (B)  the  denominator  of which shall be equal to the number
of  shares  of  Common  Stock outstanding immediately after the issuance of such
Additional  Shares  of  Common  Stock.

               The  provisions under paragraph (2) of this subsection 3.6(a)(vi)
shall  not  apply  under  any  of  the  circumstances for which an adjustment is
provided in subsections (i), (ii), (iii), (iv) or (v) of this Section 3.6(a). No
adjustment  of  the  applicable  Conversion  Price  shall  be  made  under  this
subsection  (a)(vi)  upon  the issuance of any Additional Shares of Common Stock
which  are  issued pursuant to any Common Stock Equivalent (as defined below) if
upon  the issuance of such Common Stock Equivalent (x) any adjustment shall have
been  made  pursuant  to  subsection  (vii)  of  this  Section  3.6(a) or (y) no
adjustment  was required pursuant to subsection (vii) of this Section 3.6(a). No
adjustment  of  the  applicable  Conversion  Price  shall  be  made  under  this
subsection  (vi)  in  an  amount  less  than $.01 per share, but any such lesser
adjustment  shall  be carried forward and shall be made at the time and together
with the next subsequent adjustment, if any, which together with any adjustments
so  carried  forward  shall amount to $.01 per share or more; provided that upon
                                                              --------
any adjustment of the applicable Conversion Price as a result of any dividend or
distribution  payable  in  Common  Stock  or  Convertible Securities (as defined
below)  or the reclassification, subdivision or combination of Common Stock into
a  greater  or  smaller number of shares, the foregoing figure of $.01 per share
(or  such  figure  as  last adjusted) shall be adjusted (to the nearest one-half
cent)  in  proportion  to  the  adjustment  in  the applicable Conversion Price.


                                      -12-
<PAGE>
        (vii)  Issuance of Common Stock Equivalents. If the Maker, at any time
               -------------------------------------
after  the  Issuance  Date,  shall  issue  any  securities  convertible  into or
exchangeable  for,  directly  or  indirectly,  Common  Stock  ("Convertible
                                                                -----------
Securities"), other than this Debenture, or any rights or warrants or options to
purchase  any  such  Common  Stock or Convertible Securities, shall be issued or
sold  (collectively, the "Common Stock Equivalents") and the price per share for
                          ------------------------
which  Additional  Shares of Common Stock may be issuable thereafter pursuant to
such  Common Stock Equivalent shall be less than the applicable Conversion Price
then  in effect, or if, after any such issuance of Common Stock Equivalents, the
price  per  share  for  which  Additional Shares of Common Stock may be issuable
thereafter  is  amended  or adjusted, and such price as so amended shall be less
than  the  applicable  Conversion Price in effect at the time of such amendment,
then  the applicable Conversion Price upon each such issuance or amendment shall
be adjusted as provided in the first sentence of subsection (vi) of this Section
3.6(a)  on  the basis that (1) the maximum number of Additional Shares of Common
Stock  issuable pursuant to all such Common Stock Equivalents shall be deemed to
have been issued (whether or not such Common Stock Equivalents are actually then
exercisable,  convertible or exchangeable in whole or in part) as of the earlier
of  (A)  the  date  on  which the Maker shall enter into a firm contract for the
issuance  of such Common Stock Equivalent, or (B) the date of actual issuance of
such  Common  Stock  Equivalent,  and  (2)  the aggregate consideration for such
maximum  number  of  Additional Shares of Common Stock shall be deemed to be the
minimum  consideration  received  or receivable by the Maker for the issuance of
such Additional Shares of Common Stock pursuant to such Common Stock Equivalent.
No  adjustment  of  the  applicable  Conversion  Price  shall be made under this
subsection  (vii)  upon the issuance of any Convertible Security which is issued
pursuant  to  the  exercise  of  any  warrants or other subscription or purchase
rights  therefor,  if  any  adjustment  shall  previously  have been made to the
exercise  price  of  such  warrants  then  in  effect  upon the issuance of such
warrants or other rights pursuant to this subsection (vii).  If no adjustment is
required  under  this  subsection  (vii)  upon  issuance  of  any  Common  Stock
Equivalent  or once an adjustment is made under this subsection (vii) based upon
the  Per Share Market Value in effect on the date of such adjustment, no further
adjustment  shall be made under this subsection (vii) based solely upon a change
in  the  Per  Share  Market  Value  after  such  date.

       (viii)  Consideration for Stock. In case any shares of Common Stock or
               ------------------------
any  Common  Stock  Equivalents  shall  be  issued  or  sold:

               (1)  in  connection with any merger or consolidation in which the
Maker  is  the  surviving corporation (other than any consolidation or merger in
which  the  previously  outstanding shares of Common Stock of the Maker shall be
changed  to  or  exchanged  for  the  stock  or  other  securities  of  another
corporation),  the  amount of consideration therefore shall be, deemed to be the
fair value, as determined reasonably and in good faith by the Board of Directors
of  the  Maker,  of  such portion of the assets and business of the nonsurviving
corporation  as  such  Board  may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may  be;  or

               (2)  in  the event of any consolidation or merger of the Maker in
which  the  Maker  is  not  the surviving corporation or in which the previously
outstanding  shares  of  Common  Stock  of  the  Maker  shall be changed into or
exchanged  for  the  stock or other securities of another corporation, or in the
event  of  any  sale  of all or substantially all of the assets of the Maker for
stock  or other securities of any corporation, the Maker shall be deemed to have
issued


                                      -13-
<PAGE>
a number of shares of its Common Stock for stock or securities or other property
of  the  other corporation computed on the basis of the actual exchange ratio on
which  the transaction was predicated, and for a consideration equal to the fair
market  value on the date of such transaction of all such stock or securities or
other  property  of  the  other  corporation. If any such calculation results in
adjustment of the applicable Conversion Price, or the number of shares of Common
Stock  issuable  upon  conversion  of  the  Debentures, the determination of the
applicable  Conversion  Price  or  the number of shares of Common Stock issuable
upon  conversion  of  the  Debentures  immediately  prior  to  such  merger,
consolidation  or  sale, shall be made after giving effect to such adjustment of
the number of shares of Common Stock issuable upon conversion of the Debentures.

          (b)  Record  Date.  In case the Maker shall take record of the holders
               ------------
of  its  Common  Stock  for  the  purpose  of entitling them to subscribe for or
purchase  Common  Stock or Convertible Securities, then the date of the issue or
sale  of  the  shares  of  Common  Stock shall be deemed to be such record date.

          (c)  Certain  Issues  Excepted.  Anything  herein  to  the  contrary
               -------------------------
notwithstanding,  the Conversion Price shall not be adjusted and the Maker shall
not  be  required to make any adjustment of the number of shares of Common Stock
issuable  upon  conversion  of  the Debentures upon the grant after the Issuance
Date  of,  or  the exercise after the Issuance Date of: (i) the shares of Common
Stock  issuable  upon  exercise  of the warrants issued pursuant to the Purchase
Agreement;  (ii)  shares  of  Common  Stock  issuable  upon  conversion  of this
Debenture and the Other Debentures; (iii) shares of Common Stock to be issued to
strategic  partners and/or in connection with a strategic merger or acquisition;
(iv)  shares  of  Common  Stock or the issuance of options to purchase shares of
Common  Stock  to  employees,  officers,  directors,  consultants and vendors in
accordance with the Company's equity incentive policies; and (v) the issuance of
securities  pursuant to the conversion or exercise of convertible or exercisable
securities  issued  or  outstanding  prior  to  the  date  hereof.

          (d)  No  Impairment.  The  Maker  shall  not,  by  amendment  of  its
               --------------
Articles  of  Incorporation  or  through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to  be observed or performed hereunder by the Maker, but will at all
times  in  good  faith, assist in the carrying out of all the provisions of this
Section  3.6  and  in  the  taking  of  all  such  action as may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the Holder against
impairment.  In  the  event  a  Holder  shall elect to convert any Debentures as
provided herein, the Maker cannot refuse conversion based on any claim that such
Holder  or any one associated or affiliated with such Holder has been engaged in
any  violation of law, violation of an agreement to which such Holder is a party
or  for  any  reason  whatsoever, unless, an injunction from a court, or notice,
restraining  and or adjoining conversion of all or of said Debentures shall have
issued  and  the  Maker posts a surety bond for the benefit of such Holder in an
amount  equal  to 130% of the amount of the Debentures the Holder has elected to
convert,  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  in  the  event  it  obtains  judgment.


                                      -14-
<PAGE>
          (e)  Certificates  as  to  Adjustments.  Upon  occurrence  of  each
               ---------------------------------
adjustment or readjustment of the Conversion Price or number of shares of Common
Stock  issuable  upon conversion of this Debenture pursuant to this Section 3.6,
the  Maker at its expense shall promptly compute such adjustment or readjustment
in  accordance  with  the  terms  hereof and furnish to the Holder a certificate
setting forth such adjustment and readjustment, showing in detail the facts upon
which  such  adjustment  or readjustment is based. The Maker shall, upon written
request  of  the  Holder,  at any time, furnish or cause to be furnished to such
Holder  a like certificate setting forth such adjustments and readjustments, the
applicable  Conversion  Price in effect at the time, and the number of shares of
Common  Stock  and  the amount, if any, of other securities or property which at
the  time  would  be  received  upon  the  conversion  of  this  Debenture.
Notwithstanding  the  foregoing,  the  Maker shall not be obligated to deliver a
certificate  unless such certificate would reflect an increase or decrease of at
least  one  percent  (1%)  of  such  adjusted  amount.

          (f)  Issue  Taxes.  The  Maker  shall  pay any and all issue and other
               ------------
taxes,  excluding  federal,  state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Debenture  pursuant  thereto;  provided,  however,  that  the Maker shall not be
                               --------   -------
obligated to pay any transfer taxes resulting from any transfer requested by any
holder  in  connection  with  any  such  conversion.

          (g)  Fractional  Shares. No fractional shares of Common Stock shall be
               ------------------
issued  upon  conversion of this Debenture.  In lieu of any fractional shares to
which  the Holder would otherwise be entitled, the Maker shall pay cash equal to
the product of such fraction multiplied by the average of the closing bid prices
of  the  Common  Stock  for  the  five  (5) consecutive Trading Days immediately
preceding  the  Conversion  Date.

          (h)  Reservation  of  Common  Stock. The Maker shall at all times when
               ------------------------------
this  Debenture  shall  be  outstanding,  reserve  and keep available out of its
authorized  but  unissued Common Stock, such number of shares of Common Stock as
shall from time to time be sufficient to effect the conversion of this Debenture
and  all  interest accrued thereon; provided that the number of shares of Common
                                    --------
Stock  so reserved shall at no time be less than 200% of the number of shares of
Common  Stock  for  which this Debenture and all interest accrued thereon are at
any time convertible.  The Maker shall, from time to time in accordance with the
Delaware Business Corporation Law, as amended, increase the authorized number of
shares  of  Common Stock if at any time the unissued number of authorized shares
shall  not  be  sufficient to satisfy the Maker's obligations under this Section
3.6(h).

          (i)  Regulatory  Compliance.  If  any  shares  of  Common  Stock to be
               ----------------------
reserved for the purpose of conversion of this Debenture or any interest accrued
thereon  require  registration  or  listing with or approval of any governmental
authority,  stock  exchange  or other regulatory body under any federal or state
law  or  regulation  or  otherwise  before  such shares may be validly issued or
delivered  upon  conversion,  the  Maker shall, at its sole cost and expense, in
good  faith  and  as  expeditiously  as  possible,  endeavor  to  secure  such
registration,  listing  or  approval,  as  the  case  may  be.

     Section  3.7     Prepayment.
                      ----------


                                      -15-
<PAGE>
          (a)  Prepayment  Upon an Event of Default. Notwithstanding anything to
               -------------------------------------
the  contrary  contained  herein,  upon  the  occurrence  of an Event of Default
described  in  Sections  2.1(c)-(k)  hereof, the Holder shall have the right, at
such  Holder's  option,  to require the Maker to prepay all or a portion of this
Debenture  at  a  price  equal to Prepayment Price (as defined in Section 3.7(c)
below)  applicable  at the time of such request.  Nothing in this Section 3.7(a)
shall  limit  the  Holder's  rights  under  Section  2.2  hereof.

          (b)  Prepayment  Option  Upon  Major  Transaction.  In addition to all
               --------------------------------------------
other rights of the holder of this Debenture contained herein, simultaneous with
the  occurrence  of  a  Major Transaction (as defined below), the holder of this
Debenture shall have the right, at such holder's option, to require the Maker to
prepay  all  or  a  portion  of such holder's Debentures at a price equal to the
greater of (i) 130% of the aggregate principal amount of this Debenture plus all
accrued  and  unpaid  interest  and any other payments due from the Maker to the
Holder  under  or  in connection with this Debenture and (ii) the product of (A)
the  Conversion  Rate  and  (B) the closing bid price of the Common Stock on the
Trading  Day  immediately  preceding  such Major Transaction ("Major Transaction
Prepayment  Price").

          (c)  Prepayment Option Upon Triggering Event. In addition to all other
               ---------------------------------------
rights  of  the  holder  of  this Debenture contained herein, after a Triggering
Event  (as defined below), the holder of this Debenture shall have the right, at
such  holder's  option,  to require the Maker to prepay all or a portion of such
holder's Debentures at a price equal to the greater of (i) 130% of the aggregate
principal  amount of this Debenture plus all accrued and unpaid interest and any
other payments due from the Maker to the Holder under or in connection with this
Debenture  and  (ii) the product of (A) the Conversion Rate at such time and (B)
the closing bid price of the Common Stock on the date immediately preceding such
Triggering  Event  on  which the exchange or market on which the Common Stock is
traded  is  open  ("Triggering  Event Prepayment Price," together with the Major
Transaction  Prepayment  Price,  the  "Prepayment  Price").

          (d)  Intentionally  Omitted.
               ----------------------

          (e)  "Major  Transaction."  A  "Major  Transaction" shall be deemed to
                ------------------        ------------------
have  occurred  at  such  time  as  any  of  the  following  events:

               (i)  the  consolidation,  merger or other business combination of
the Maker with or into another Person (as defined in Section 4.13 hereof) (other
than  (A)  pursuant  to  a  migratory  merger effected solely for the purpose of
changing  the jurisdiction of incorporation of the Maker or (B) a consolidation,
merger  or  other  business  combination  in which holders of the Maker's voting
power  immediately  prior  to  the transaction continue after the transaction to
hold,  directly  or  indirectly,  the  voting  power  of the surviving entity or
entities  necessary to elect a majority of the members of the board of directors
(or  their  equivalent if other than a corporation) of such entity or entities).

              (ii)  the  sale  or  transfer  of  all or substantially all of the
Maker's  assets;  or

             (iii)  consummation  of a purchase, tender or exchange offer made
to  the  holders  of  more  than  30% of the outstanding shares of Common Stock.


                                      -16-
<PAGE>
          (f)  "Triggering  Event." A "Triggering Event" shall be deemed to have
                -----------------   -------------------
occurred  at  such  time  as  any  of  the  following  events:

               (i)  the  failure  of  the  Registration Statement to be declared
effective  by the SEC on or prior to the date which is 90 days after the Closing
Date,  provided  that the Maker has failed to file the Registration Statement on
       --------
or  before  the Filing Date (as defined in the Registration Rights Agreement) or
respond  to  any and each of the SEC's comments within ten (10) business days of
the  Maker's  receipt  of  each  of  the  SEC's  comments;

              (ii)  while  the  Registration  Statement  is  required  to  be
maintained effective pursuant to the terms of the Registration Rights Agreement,
the  effectiveness  of  the  Registration  Statement  lapses  for  any  reason
(including,  without limitation, the issuance of a stop order) or is unavailable
to  the  holder  of  this  Debenture  for sale of the Registrable Securities (as
defined  in  the  Registration Rights Agreement) in accordance with the terms of
the  Registration  Rights  Agreement, and such lapse or unavailability continues
for  a  period  of ten (10) consecutive Trading Days, provided that the cause of
                                                      --------
such  lapse  or unavailability is due to factors within the control of the Maker
and  not  due  to  factors  solely  within  the  control  of  the holder of this
Debenture;

             (iii)  the  suspension  from trading or the failure of the Common
Stock  to  be  traded  on  the  Nasdaq  SmallCap Market for a period of five (5)
consecutive  days,  provided, that such suspension from listing or failure to be
                    --------
listed  is  due  to  factors within the control of the Maker, including, but not
limited to, failure to timely file all reports required to be filed with the SEC
or  to  meet  the  net  tangible  assets  requirements  for  listing,  if  any;

              (iv)  the  Maker's  notice  to  any  holder  of  the  Debentures,
including by way of public announcement, at any time, of its inability to comply
(including for any of the reasons described in Section 3.8) or its intention not
to  comply  with  proper  requests  for conversion of any of the Debentures into
shares  of  Common  Stock;

               (v)  the  Maker's  failure  to  comply  with  a Conversion Notice
tendered  within  ten  (10)  business days after the receipt by the Maker of the
Conversion  Notice  and  the  original  Debenture;  or

     (g)     Intentionally  Omitted.
             ----------------------

     (h)     Mechanics of Prepayment at Option of Holder Upon Major Transaction.
             ------------------------------------------------------------------
No  sooner  than  fifteen  (15)  days  nor later than ten (10) days prior to the
consummation of a Major Transaction, but not prior to the public announcement of
such  Major  Transaction,  the  Maker  shall  deliver written notice thereof via
facsimile and overnight courier ("Notice of Major Transaction") to the holder of
                                  ---------------------------
this  Debenture  and holders of the Other Debentures.  At any time after receipt
of a Notice of Major Transaction (or, in the event a Notice of Major Transaction
is  not  delivered  at  least ten (10) days prior to a Major Transaction, at any
time  within  ten  (10)  days  prior  to a Major Transaction), any holder of the
Debentures  then  outstanding  may  require  the  Maker  to  prepay,  effective
immediately  prior  to  the  consummation  of such Major Transaction, all of the
holder's  Debentures  then  outstanding by delivering written notice thereof via
facsimile  and overnight courier ("Notice of Prepayment at Option of Holder Upon
                                   ---------------------------------------------
Major Transaction") to


                                      -17-
<PAGE>
the Maker, which Notice of Prepayment at Option of Holder Upon Major Transaction
---------
shall  indicate  (i)  the  number  of Debentures that such holder is electing to
prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated
pursuant  to  Section  3.7(b)  above.

          (i)  Mechanics  of  Prepayment  at  Option  of  Holder Upon Triggering
               -----------------------------------------------------------------
Event.  Within one (1) day after the occurrence of a Triggering Event, the Maker
-----
shall  deliver  written  notice  thereof  via  facsimile  and  overnight courier
("Notice  of  Triggering  Event")  to each holder of the Debentures. At any time
after the earlier of a holder's receipt of a Notice of Triggering Event and such
holder  becoming  aware  of a Triggering Event, any holder of this Debenture and
the Other Debentures then outstanding may require the Maker to prepay all of the
Debentures  on  a  pro  rata  basis  by  delivering  written  notice thereof via
facsimile  and overnight courier ("Notice of Prepayment at Option of Holder Upon
Triggering  Event") to the Maker, which Notice of Prepayment at Option of Holder
Upon  Triggering  Event  shall  indicate  (i) the number of Debentures that such
holder is electing to prepay and (ii) the applicable Triggering Event Prepayment
Price,  as  calculated  pursuant  to  Section  3.7(c)  above.

          (j)  Intentionally  Omitted.
               ----------------------

          (k)  Payment  of  Prepayment  Price.  Upon the Maker's receipt of a
               ------------------------------
Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s)
of  Prepayment at Option of Holder Upon Major Transaction from any holder of the
Debentures,  the Maker shall immediately notify each holder of the Debentures by
facsimile  of  the  Maker's receipt of such Notice(s) of Prepayment at Option of
Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon
Major  Transaction  and  each holder which has sent such a notice shall promptly
submit to the Maker such holder's certificates representing the Debentures which
such holder has elected to have prepaid.  The Maker shall deliver the applicable
Triggering  Event  Prepayment  Price,  in  the  case of a prepayment pursuant to
Section  3.7(i),  to such holder within five (5) business days after the Maker's
receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and,
in  the case of a prepayment pursuant to Section 3.7(k), the Maker shall deliver
the  applicable  Major  Transaction  Prepayment  Price  immediately prior to the
consummation  of  the  Major  Transaction;  provided  that  a  holder's original
Debenture  shall  have  been so delivered to the Maker; provided further that if
the  Maker  is  unable  to prepay all of the Debentures to be prepaid, the Maker
shall prepay an amount from each holder of the Debentures being prepaid equal to
such  holder's  pro-rata  amount (based on the number of Debentures held by such
holder relative to the number of Debentures outstanding) of all Debentures being
prepaid.  If  the Maker shall fail to prepay all of the Debentures submitted for
prepayment (other than pursuant to a dispute as to the arithmetic calculation of
the  Prepayment  Price), in addition to any remedy such holder of the Debentures
may  have  under  this  Debenture,  the  Security  Agreement  and  the  Purchase
Agreement, the applicable Prepayment Price payable in respect of such Debentures
not  prepaid  shall  bear  interest  at the rate of 2.0% per month (prorated for
partial months) until paid in full.  Until the Maker pays such unpaid applicable
Prepayment Price in full to a holder of the Debentures submitted for prepayment,
such holder shall have the option (the "Void Optional Prepayment Option") to, in
lieu  of  prepayment, require the Maker to promptly return to such holder(s) all
of  the  Debentures  that  were submitted for prepayment by such holder(s) under
this  Section  3.7  and  for  which the applicable Prepayment Price has not been
paid,  by  sending  written notice thereof to the Maker via facsimile (the "Void
Optional  Prepayment  Notice").  Upon  the Maker's receipt of such Void Optional
Prepayment  Notice(s)  and  prior  to  payment of the full applicable Prepayment
Price  to  such holder, (i) the Notice(s)


                                      -18-
<PAGE>
of  Prepayment  at  Option  of  Holder Upon Triggering Event or the Notice(s) of
Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall
be  null  and void with respect to those Debentures submitted for prepayment and
for  which  the  applicable  Prepayment  Price has not been paid, (ii) the Maker
shall  immediately  return  any Debentures submitted to the Maker by each holder
for prepayment under this Section 3.7(h) and for which the applicable Prepayment
Price  has  not  been  paid  and  (iii)  the  Conversion  Price of such returned
Debentures  shall  be  adjusted  to the lesser of (A) the Conversion Price as in
effect  on the date on which the Void Optional Prepayment Notice(s) is delivered
to the Maker and (B) the lowest closing bid price of the Common Stock during the
period  beginning  on the date on which the Notice(s) of Prepayment of Option of
Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder
Upon  Triggering Event, as the case may be, is delivered to the Maker and ending
on  the date on which the Void Optional Prepayment Notice(s) is delivered to the
Maker; provided that no adjustment shall be made if such adjustment would result
in  an increase of the Conversion Price then in effect. A holder's delivery of a
Void Optional Prepayment Notice and exercise of its rights following such notice
shall not effect the Maker's obligations to make any payments which have accrued
prior  to  the  date  of  such notice. Payments provided for in this Section 3.7
shall have priority to payments to other stockholders in connection with a Major
Transaction.

          (l)  Maker Prepayment Option. The Maker may prepay all or a portion of
               ------------------------
this  Debenture  (i)  between  the  Closing  Date  and  the  sixtieth (60th) day
immediately following the Closing Date at a price equal to 110% of the aggregate
principal  amount  of the Debentures plus all accrued and unpaid interest and/or
liquidated  damages;  (ii)  between the sixty-first (61st) day and the 120th Day
immediately  following the Closing Date at a price equal to 115% of the purchase
price  of  the  Debenture plus all accrued and unpaid interest and/or liquidated
damages; (iii) between the 121st day and the 180th Day immediately following the
Closing  Date  at  a  price equal to 120% of the purchase price of the Debenture
plus  all  accrued and unpaid interest and/or liquidated damages; and (iv) as of
the  181st  day immediately following the Closing Date, at a price equal to 125%
of  the  purchase  price  of  the Debenture plus all accrued and unpaid interest
and/or  liquidated damages by providing ten (10) days written notice (the "Maker
                                                                           -----
Prepayment  Option  Notice")  to  the  Holder; provided, however, that the Maker
--------------------------                     --------  -------
shall not send a Maker Prepayment Option Notice to a holder unless the Maker has
good  and  clear  funds  for the minimum amount the Maker intends to redeem in a
bank  account  controlled  by  the  Maker;  provided, further, that if the Maker
                                            --------  -------
intends  to  exercise  the  Maker  Prepayment  Option contemporaneously with the
closing  of  a  public  offering of the Maker's securities: (i) the Maker is not
required  to  have good and clear funds for the minimum amount the Maker intends
to  redeem  in  a  bank  account  controlled  by the Maker at the time the Maker
Prepayment  Option  Notice  is delivered to a holder; and (ii) the Maker may not
send  any  such  Maker Prepayment Option Notice earlier than the day immediately
prior  to  the  date  the  public offering is priced.  Nothing contained in this
Section  3.7(l)  shall  preclude  the Holder from converting up to fifty percent
(50%)  of its Debenture within such ten (10) day period; provided, however, that
                                                         --------  -------
if  the  Holder  has  delivered  a Conversion Notice to the Company prior to its
receipt  of  the  Maker  Prepayment  Option  Notice, the shares designated to be
converted pursuant to such Conversion Notice may not be redeemed by the Company;
and,  provided,  further, that if the Holder (x) elects to convert its Debenture
      --------   -------
after  receipt  of  the  Maker  Prepayment  Redemption Notice and (y) the


                                      -19-
<PAGE>
Holder  provides Maker with a Conversion Notice within twenty-four (24) hours of
receipt of such Maker Prepayment Option Notice, then the shares designated to be
converted pursuant to such Conversion Notice may not be redeemed by the Company;
and  (ii)  that  subject  to the terms and provisions of Section 3.2 hereof, the
Conversion Price for purposes of this Section 3.7(l) shall be an amount equal to
the  Discount Percentage of the average of the two (2) lowest closing bid prices
during the twenty (20) Trading Days immediately prior to the date of delivery of
the  Maker  Prepayment  Option  Notice; and provided, further, that if the Maker
                                            --------  -------
fails  to comply with the terms of a Conversion Notice sent to Maker pursuant to
this  Section  3.7(l) within five (5) Trading Days of receipt of such Conversion
Notice,  the  Maker's  Redemption  Option  will  be  null  and  void.

     Section  3.8     Inability  to  Fully  Convert.
                      -----------------------------

          (a)  Holder's  Option  if  Maker  Cannot  Fully  Convert. If, upon the
               ---------------------------------------------------
Maker's  receipt of a Conversion Notice, the Maker cannot issue shares of Common
Stock  registered  for  resale  under the Registration Statement for any reason,
including,  without limitation, because the Maker (w) does not have a sufficient
number  of  shares  of  Common  Stock authorized and available, (x) is otherwise
prohibited  by  applicable  law  or  by  the  rules  or regulations of any stock
exchange,  interdealer  quotation  system  or other self-regulatory organization
with  jurisdiction  over  the Maker or any of its securities from issuing all of
the  Common  Stock  which is to be issued to the Holder pursuant to a Conversion
Notice  or  (y)  fails  to  have  a  sufficient number of shares of Common Stock
registered  for  resale  under  the Registration Statement, then the Maker shall
issue  as  many shares of Common Stock as it is able to issue in accordance with
the  Holder's  Conversion Notice and, with respect to the unconverted portion of
this  Debenture,  the  Holder,  solely  at  Holder's  option,  can  elect  to:

               (i)  require  the  Maker to prepay that portion of this Debenture
for  which  the  Maker  is  unable  to issue Common Stock in accordance with the
Holder's  Conversion  Notice  (the  "Mandatory Prepayment") at a price per share
                                     --------------------
equal  to  the  Prepayment  Price  as  of  such  Conversion Date (the "Mandatory
                                                                       ---------
Prepayment  Price");
------------------

              (ii)  if  the  Maker's  inability  to fully convert is pursuant to
Section  3.8(a)(y) above, require the Maker to issue restricted shares of Common
Stock  equal  to  one  hundred  twenty percent (120%) of the number of shares of
Common  Stock  the  Maker  is unable to deliver in accordance with such holder's
Conversion  Notice;

             (iii)  void its Conversion Notice and retain or have returned, as
the  case  may  be,  this  Debenture  that  was  to be converted pursuant to the
Conversion  Notice  (provided  that  the  Holder's voiding its Conversion Notice
shall not effect the Maker's obligations to make any payments which have accrued
prior  to  the  date  of  such  notice).

          (b)  Mechanics  of  Fulfilling  Holder's  Election.  The  Maker  shall
               ---------------------------------------------
immediately  send  via facsimile to the Holder, upon receipt of a facsimile copy
of  a  Conversion  Notice  from  the  Holder  which cannot be fully satisfied as
described  in  Section  3.8(a) above, a notice of the Maker's inability to fully
satisfy  the  Conversion Notice (the "Inability to Fully Convert Notice").  Such
                                      ---------------------------------
Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is
unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this
Debenture  which  cannot  be


                                      -20-
<PAGE>
converted  and (iii) the applicable Mandatory Prepayment Price. The Holder shall
notify  the Maker of its election pursuant to Section 3.8(a) above by delivering
written  notice  via facsimile to the Maker ("Notice in Response to Inability to
                                              ----------------------------------
Convert").
--------

          (c)  Payment  of  Prepayment  Price. If the Holder shall elect to have
               -------------------------------
its  Debentures prepaid pursuant to Section 3.8(a)(i) above, the Maker shall pay
the Mandatory Prepayment Price in cash to the Holder within five (5) days of the
Maker's  receipt  of  the  Holder's  Notice in Response to Inability to Convert,
provided that prior to the Maker's receipt of the Holder's Notice in Response to
Inability to Convert the Maker has not delivered a notice to the Holder stating,
to  the satisfaction of the Holder, that the event or condition resulting in the
Mandatory  Prepayment  has  been cured and all Conversion Shares issuable to the
Holder  can  and will be delivered to the Holder in accordance with the terms of
this  Debenture.  If  the  Maker  shall  fail  to  pay  the applicable Mandatory
Prepayment  Price  to  the Holder on a timely basis as described in this Section
3.8(c)  (other  than  pursuant  to  a  dispute  as  to  the determination of the
arithmetic  calculation  of the Prepayment Price), in addition to any remedy the
Holder  may  have  under  this Debenture and the Purchase Agreement, such unpaid
amount  shall  bear interest at the rate of 2.0% per month (prorated for partial
months) until paid in full. Until the full Mandatory Prepayment Price is paid in
full  to  the  Holder,  the  Holder  may  (i) void the Mandatory Prepayment with
respect to that portion of the Debenture for which the full Mandatory Prepayment
Price  has  not  been  paid, (ii) receive back such Debenture, and (iii) require
that  the  Conversion Price of such returned Debenture be adjusted to the lesser
of  (A) the Conversion Price as in effect on the date on which the Holder voided
the  Mandatory  Prepayment  and  (B)  the lowest closing bid price of the Common
Stock  during the period beginning on the Conversion Date and ending on the date
the  Holder  voided  the  Mandatory  Prepayment.

     Section  3.9     No  Rights  as  Shareholder.  Nothing  contained  in  this
                      ---------------------------
Debenture  shall  be  construed  as  conferring  upon  the  Holder, prior to the
conversion  of  this  Debenture, the right to vote or to receive dividends or to
consent  or  to  receive  notice  as  a shareholder in respect of any meeting of
shareholders  for the election of directors of the Maker or of any other matter,
or  any  other  rights  as  a  shareholder  of  the  Maker.

                                      ARTICLE IV

                                  MISCELLANEOUS

     Section  4.1     Notices.  Any  notice,  demand,  request,  waiver or other
                      -------
communication  required  or  permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received),  telecopy  or  facsimile  at  the address or number designated in the
Purchase  Agreement (if delivered on a business day during normal business hours
where  such  notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address,  or  upon  actual receipt of such mailing, whichever shall first occur.
The Maker will give written notice to the Holder at least ten (10) days prior to
the  date on which the Maker closes its books or takes a record (x) with respect
to  any  dividend or distribution upon the Common Stock, (y) with respect to any
pro  rata


                                      -21-
<PAGE>
subscription  offer  to holders of Common Stock or (z) for determining rights to
vote  with respect to any Organic Change, dissolution, liquidation or winding-up
and  in  no  event  shall  such  notice be provided to such holder prior to such
information  being  made  known  to the public. The Maker will also give written
notice  to  the  Holder  at  least  ten (10) days prior to the date on which any
Organic Change, dissolution, liquidation or winding-up will take place and in no
event  shall  such  notice  be  provided to the Holder prior to such information
being  made  known  to the public. The Maker shall promptly notify the Holder of
this  Debenture  of  any  notices  sent  or  received, or any actions taken with
respect  to  the  Other  Debentures.

     Section  4.2     Governing  Law.  This  Debenture  shall be governed by and
                      --------------
construed in accordance with the internal laws of the State of New York, without
giving  effect  to  the  choice  of law provisions.  This Debenture shall not be
interpreted  or  construed  with  any presumption against the party causing this
Debenture  to  be  drafted.

     Section  4.3     Headings.  Article  and section headings in this Debenture
                      --------
are  included herein for purposes of convenience of reference only and shall not
constitute  a  part  of  this  Debenture  for  any  other  purpose.

     Section  4.4     Remedies,  Characterizations,  Other Obligations, Breaches
                      ----------------------------------------------------------
and  Injunctive  Relief.  The  remedies  provided  in  this  Debenture  shall be
-----------------------
cumulative and in addition to all other remedies available under this Debenture,
at  law  or  in  equity  (including,  without  limitation,  a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein  shall  limit  a holder's right to pursue actual damages for any
failure  by  the  Maker to comply with the terms of this Debenture.  Amounts set
forth  or  provided for herein with respect to payments, conversion and the like
(and  the computation thereof) shall be the amounts to be received by the holder
thereof  and  shall  not, except as expressly provided herein, be subject to any
other  obligation  of  the  Maker  (or  the  performance  thereof).  The  Maker
acknowledges  that  a  breach  by  it  of  its  obligations hereunder will cause
irreparable  and  material harm to the Holder and that the remedy at law for any
such  breach may be inadequate. Therefore the Maker agrees that, in the event of
any  such breach or threatened breach, the Holder shall be entitled, in addition
to  all  other  available  rights and remedies, at law or in equity, to seek and
obtain  such  equitable  relief,  including  but  not  limited  to an injunction
restraining  any  such  breach  or  threatened  breach, without the necessity of
showing  economic  loss  and  without any bond or other security being required.

     Section  4.5     Enforcement  Expenses.  The  Maker agrees to pay all costs
                      ---------------------
and  expenses  of  enforcement of this Debenture, including, without limitation,
reasonable  attorneys'  fees  and  expenses.

     Section  4.6     Binding  Effect.   The  obligations  of  the Maker and the
                      ---------------
Holder set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

     Section  4.7     Amendments.  This Debenture may not be modified or amended
                      ----------
in  any  manner  except  in  writing  executed  by  the  Maker  and  the Holder.


                                      -22-
<PAGE>
     Section  4.8     Compliance  with  Securities  Laws.  The  Holder  of  this
                      ----------------------------------
Debenture  acknowledges  that  this  Debenture  is being acquired solely for the
Holder's  own  account  and  not  as  a  nominee  for  any  other party, and for
investment,  and  that  the Holder shall not offer, sell or otherwise dispose of
this  Debenture.  This  Debenture  and  any  Debenture issued in substitution or
replacement  therefore  shall  be  stamped  or  imprinted  with  a  legend  in
substantially  the  following  form:

     "THIS  DEBENTURE  HAS  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND
     MAY  NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
     RECEIPT  BY THE MAKER OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
     REASONABLY  ACCEPTABLE  TO THE MAKER) IN THE FORM, SUBSTANCE AND SCOPE
     REASONABLY  SATISFACTORY TO THE MAKER THAT THIS DEBENTURE MAY BE SOLD,
     TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
     FROM  REGISTRATION  UNDER  THE  ACT  AND  SUCH STATE SECURITIES LAWS."

     Section  4.9     Consent to Jurisdiction.  Each of the Maker and the Holder
                      -----------------------
(i)  hereby  irrevocably  submits  to  the  exclusive jurisdiction of the United
States  District  Court  sitting  in  the  Southern District of New York and the
courts  of  the State of New York located in New York county for the purposes of
any  suit, action or proceeding arising out of or relating to this Debenture and
(ii)  hereby  waives,  and  agrees  not  to  assert  in any such suit, action or
proceeding,  any  claim that it is not personally subject to the jurisdiction of
such  court,  that  the suit, action or proceeding is brought in an inconvenient
forum  or that the venue of the suit, action or proceeding is improper.  Each of
the  Maker  and  the  Holder  consents to process being served in any such suit,
action  or  proceeding by mailing a copy thereof to such party at the address in
effect  for  notices  to  it  under  the Purchase Agreement and agrees that such
service  shall  constitute  good  and  sufficient  service of process and notice
thereof.  Nothing  in  this Section 4.9 shall affect or limit any right to serve
process  in any other manner permitted by law.  Each of the Maker and the Holder
hereby agree that the prevailing party in any suit, action or proceeding arising
out  of  or  relating  to  this Debenture shall be entitled to reimbursement for
reasonable  legal  fees  from  the  non-prevailing  party.

     Section  4.10     Parties  in  Interest.  This  Debenture  shall be binding
                       ---------------------
upon,  inure  to  the benefit of and be enforceable by the Maker, the Holder and
their  respective  successors  and  permitted  assigns.

     Section  4.11     Failure or Indulgence Not Waiver.  No failure or delay on
                       --------------------------------
the  part  of  the  Holder  in  the  exercise  of  any power, right or privilege
hereunder  shall  operate  as  a waiver thereof, nor shall any single or partial
exercise  of  any  such  power,  right  or  privilege  preclude other or further
exercise  thereof  or  of  any  other  right,  power  or  privilege.

     Section  4.12     Maker Waivers.  Except as otherwise specifically provided
                       -------------
herein,  the  Maker and all others that may become liable for all or any part of
the  obligations  evidenced by this Debenture, hereby waive presentment, demand,
notice  of  nonpayment, protest and all other


                                      -23-
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demands'  and  notices  in connection with the delivery, acceptance, performance
and  enforcement  of  this  Debenture,  and  do  hereby consent to any number of
renewals  of  extensions  of  the time or payment hereof and agree that any such
renewals  or  extensions  may  be  made  without  notice to any such persons and
without  affecting  their liability herein and do further consent to the release
of  any  person  liable hereon, all without affecting the liability of the other
persons,  firms or Maker liable for the payment of this Debenture, AND DO HEREBY
WAIVE  TRIAL  BY  JURY.

     (a)     No  delay  or  omission on the part of the Holder in exercising its
rights under this Debenture, or course of conduct relating hereto, shall operate
as  a  waiver  of  such  rights  or any other right of the Holder, nor shall any
waiver by the Holder of any such right or rights on any one occasion be deemed a
waiver  of  the  same  right  or  rights  on  any  future  occasion.

     (b)     THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS DEBENTURE
IS  A  PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW,  HEREBY  WAIVES  ITS  RIGHT  TO  NOTICE  AND  HEARING  WITH  RESPECT TO ANY
PREJUDGMENT  REMEDY  WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO
USE.

     Section 4.13     Definitions.  For the purposes hereof, the following terms
                      -----------
shall  have  the  following  meanings:


     "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

          "Trading Day" " means (a) a day on which the Common Stock is traded on
           -----------
the  Nasdaq SmallCap Market or other registered national stock exchange on which
the  Common  Stock  has been listed, or (b) if the Common Stock is not listed on
the  Nasdaq  SmallCap Market or any registered national stock exchange, a day or
which  the Common Stock is traded in the over-the-counter market, as reported by
the  OTC  Bulletin  Board,  or  (c) if the Common Stock is not quoted on the OTC
Bulletin  Board,  a  day  on  which  the  Common  Stock  is  quoted  in  the
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau
Incorporated  (or any similar organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock is
                   --------  -------
not  listed  or quoted as set forth in (a), (b) and (c) hereof, then Trading Day
shall  mean  any  day except Saturday, Sunday and any day which shall be a legal
holiday  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.

                                              APPIANT TECHNOLOGIES, INC.



                                              By:
                                                   -----------------------------
                                              Name:
                                              Title:


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