<PAGE>

                                                                    EXHIBIT 4.1


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


Original Issue Date: [________________________
Original Conversion Price (subject to adjustment herein): $0.20 OR A 10%
DISCOUNT TO THE PURCHASE PRICE OF EACH SHARE OF COMMON STOCK (OR CONVERSION
PRICE PER SHARE OF COMMON STOCK) ISSUED IN THE NEXT PRIVATE PLACEMENT CONDUCTED
BY THE COMPANY

                                                                $_______________


                            12% CONVERTIBLE DEBENTURE
                     DUE [FOUR MONTHS FROM DATE OF ISSUANCE]

         THIS DEBENTURE is one of a series of duly authorized and issued 12%
Convertible Debentures of China Evergreen Environmental Corp., a Nevada
corporation, having a principal place of business at 5/F, Guowei Building, 73
Xianlie Middle Road, Guangzhou, Guangdong, People's Republic of China (the
"COMPANY"), designated as its 12% Convertible Debenture, due [FOUR MONTHS FROM
DATE OF ISSUANCE] (the "DEBENTURE(S)").

         FOR VALUE RECEIVED, the Company promises to pay to ____________________
or its registered assigns (the "HOLDER"), or shall have paid pursuant to the
terms hereunder, the principal sum of $_______________ by [____________ , or
such earlier date as the Debentures are required or permitted to be repaid as
provided hereunder (the "MATURITY DATE"), and to pay interest to the Holder on
the aggregate unconverted and then outstanding principal amount of this
Debenture in accordance with the provisions hereof. This Debenture is subject to
the following additional provisions:

SECTION 1.        DEFINITIONS.
----------        ------------

         For the purposes hereof, in addition to the terms defined elsewhere in
this Debenture: (a) capitalized terms not otherwise defined herein have the
meanings given to such terms in the Subscription Agreement, and (b) the
following terms shall have the following meanings:

                  "ALTERNATE CONSIDERATION" shall have the meaning set forth in
         Section 5(d).

                  "BASE CONVERSION PRICE" shall have the meaning set forth in
         Section 5(b).

                  "BUSINESS DAY" means any day except Saturday, Sunday and any
         day which shall be a federal legal holiday in the United States 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.

                  "BUY-IN" shall have the meaning set forth in Section 4(d)(v).

                  "CHANGE OF CONTROL TRANSACTION" means the occurrence after the
         date hereof of any of (i) an acquisition after the date hereof by an
         individual or legal entity or "group" (as described in Rule 13d-5(b)(1)
         promulgated under the Exchange Act) of effective control (whether
         through legal or beneficial ownership of capital stock of the Company,


                                       1
<PAGE>

         by contract or otherwise) of in excess of 33% of the voting securities
         of the Company, or (ii) the Company merges into or consolidates with
         any other Person, or any Person merges into or consolidates with the
         Company and, after giving effect to such transaction, the stockholders
         of the Company immediately prior to such transaction own less than 33%
         of the aggregate voting power of the Company or the successor entity of
         such transaction, or (iii) the Company sells or transfers its assets,
         as an entirety or substantially as an entirety, to another Person and
         the stockholders of the Company immediately prior to such transaction
         own less than 33% of the aggregate voting power of the acquiring entity
         immediately after the transaction, (iv) a replacement at one time or
         within a three year period of more than one-half of the members of the
         Company's board of directors which is not approved by a majority of
         those individuals who are members of the board of directors on the date
         hereof (or by those individuals who are serving as members of the board
         of directors on any date whose nomination to the board of directors was
         approved by a majority of the members of the board of directors who are
         members on the date hereof), or (v) the execution by the Company of an
         agreement to which the Company is a party or by which it is bound,
         providing for any of the events set forth above in (i) or (iv).

                  "COMMON STOCK" means the common stock, par value $0.001 per
         share, of the Company and stock of any other class into which such
         shares may hereafter have been reclassified or changed.

                  "CONVERSION DATE" shall have the meaning set forth in Section
         4(a).

                  "CONVERSION PRICE" shall have the meaning set forth in Section
         4(b).

                  "CONVERSION SHARES" means the shares of Common Stock issuable
         upon conversion of Debentures.

                  "DEBENTURE REGISTER" shall have the meaning set forth in
         Section 2(c).

                  "DILUTIVE ISSUANCE" shall have the meaning set forth in
         Section 5(b).

                  "DILUTIVE ISSUANCE NOTICE" shall have the meaning set forth in
         Section 5(b).

                  "EFFECTIVENESS PERIOD" shall have the meaning given to such
         term in the Registration Rights Agreement.

                  "EVENT OF DEFAULT" shall have the meaning set forth in Section
         8.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended.

                  "FUNDAMENTAL TRANSACTION" shall have the meaning set forth in
         Section 5(d).

                  "INTEREST PAYMENT DATE" shall have the meaning set forth in
         Section 2(a).

                  "LATE FEES" shall have the meaning set forth in Section 2(d).

                  "MANDATORY PREPAYMENT AMOUNT" for any Debentures shall equal
         the sum of (i) the greater of: (A) 130% of the principal amount of
         Debentures to be prepaid, plus all accrued and unpaid interest thereon,
         or (B) the principal amount of Debentures to be prepaid, plus all other
         accrued and unpaid interest hereon, divided by the Conversion Price on
         (x) the date the Mandatory Prepayment Amount is demanded or otherwise
         due or (y) the date the Mandatory Prepayment Amount is paid in full,
         whichever is less, multiplied by the VWAP on (x) the date the Mandatory
         Prepayment Amount is demanded or otherwise due or (y) the date the
         Mandatory Prepayment Amount is paid in full, whichever is greater, and
         (ii) all other amounts, costs, expenses and liquidated damages due in
         respect of such Debentures.

                  "NEW YORK COURTS" shall have the meaning set forth in Section
         9(d).

                  "NOTICE OF CONVERSION" shall have the meaning set forth in
         Section 4(a).


                                       2
<PAGE>

                  "ORIGINAL ISSUE DATE" shall mean the date of the first
         issuance of the Debentures regardless of the number of transfers of any
         Debenture and regardless of the number of instruments which may be
         issued to evidence such Debenture.

                  "PERSON" means a corporation, an association, a partnership,
         organization, a business, an individual, a government or political
         subdivision thereof or a governmental agency.

                  "REGISTRATION RIGHTS AGREEMENT" means Section 5 of the
         Subscription Agreement, entitled "Registration Rights".

                  "REGISTRATION STATEMENT" means a registration statement
         meeting the requirements set forth in the Registration Rights
         Agreement, covering among other things the resale of the Conversion
         Shares and naming the Holder as a "selling stockholder" thereunder.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "SUBSCRIPTION AGREEMENT" means the subscription agreement to
         which the Company and each original Holder is a party, with respect to
         the private placement which commenced on February 1, 2005.

                  "SUBSIDIARY" shall have the meaning given to such term in the
         Subscription Agreement.

                  "THRESHOLD PERIOD" shall have the meaning given to such term
         in Section 6(d).

                  "TRADING DAY" means a day on which the Common Stock is traded
         on a Trading Market.

                  "TRADING MARKET" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on each date in
         question: the Nasdaq Over-the-Counter Bulletin Board, the Nasdaq
         SmallCap Market, the American Stock Exchange, the New York Stock
         Exchange or the Nasdaq National Market.

                  "TRANSACTION DOCUMENTS" shall mean this Debenture, the
         Subscription Agreement, the Warrants and any other documents or
         agreements executed in connection with the transactions contemplated
         under the Subscription Agreement.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the Trading Market on which the Common Stock is then listed or
         quoted as reported by Bloomberg Financial L.P. (based on a Trading Day
         from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the
         Common Stock is not then listed or quoted on a Trading Market and if
         prices for the Common Stock are then quoted on the OTC Bulletin Board,
         the volume weighted average price of the Common Stock for such date (or
         the nearest preceding date) on the OTC Bulletin Board; (c) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then reported in the "Pink Sheets"
         published by the Pink Sheets, LLC (or a similar organization or agency
         succeeding to its functions of reporting prices), the most recent bid
         price per share of the Common Stock so reported; or (c) in all other
         cases, the fair market value of a share of Common Stock as determined
         by an independent appraiser selected in good faith by the Holders and
         reasonably acceptable to the Company.


                                       3
<PAGE>

SECTION 2.        INTEREST.
----------        ---------

         a) PAYMENT OF INTEREST IN CASH OR KIND. The Company shall pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount
of this Debenture at the rate of 12% per annum, payable monthly on the monthly
anniversary of the Original Issue Date, beginning on the first such date after
the Original Issue Date and on the Maturity Date (except that, if any such date
is not a Business Day, then such payment shall be due on the next succeeding
Business Day) (each such date, an "INTEREST PAYMENT DATE"), in cash.

         b) INTENTIONALLY OMITTED.

         c) INTEREST CALCULATIONS. Interest shall be calculated on the basis of
a 360-day year and shall accrue daily commencing on the Original Issue Date
until payment in full of the principal sum, together with all accrued and unpaid
interest and other amounts which may become due hereunder, has been made.
Payment of interest in shares of Common Stock shall otherwise occur pursuant to
Section 4(d)(ii) and only for purposes of the payment of interest in shares, the
Interest Payment Date shall be deemed the Conversion Date. Interest shall cease
to accrue with respect to any principal amount converted, provided that the
Company in fact delivers the Conversion Shares within the time period required
by Section 4(d)(ii). Interest hereunder will be paid to the Person in whose name
this Debenture is registered on the records of the Company regarding
registration and transfers of Debentures (the "DEBENTURE REGISTER"). Except as
otherwise provided herein, if at any time the Company pays interest partially in
cash and partially in shares of Common Stock, then such payment shall be
distributed ratably among the Holders based upon the principal amount of
Debentures held by each Holder.

         d) LATE FEE. All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at the rate of 18% per annum (or such lower
maximum amount of interest permitted to be charged under applicable law) ("LATE
FEES") which will accrue daily, from the date such interest is due hereunder
through and including the date of payment. Notwithstanding anything to the
contrary contained herein, if on any Interest Payment Date the Company has
elected to pay interest in Common Stock and is not able to pay accrued interest
in the form of Common Stock because it does not then satisfy the conditions for
payment in the form of Common Stock set forth above, then, at the option of the
Holder, the Company, in lieu of delivering either shares of Common Stock
pursuant to this Section 2 or paying the regularly scheduled cash interest
payment, shall deliver, within three Trading Days of each applicable Interest
Payment Date, an amount in cash equal to the product of the number of shares of
Common Stock otherwise deliverable to the Holder in connection with the payment
of interest due on such Interest Payment Date and the highest VWAP during the
period commencing on the Interest Payment Date and ending on the Trading Day
prior to the date such payment is made.

         e) PREPAYMENT. Except as otherwise set forth in this Debenture, the
Company may not prepay any portion of the principal amount of this Debenture
without the prior written consent of the Holder.

SECTION 3.        REGISTRATION OF TRANSFERS AND EXCHANGES.
----------        ----------------------------------------

         a) DIFFERENT DENOMINATIONS. This Debenture is exchangeable for an equal
aggregate principal amount of Debentures of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be made
for such registration of transfer or exchange.

         b) INVESTMENT REPRESENTATIONS. This Debenture has been issued subject
to certain investment representations of the original Holder set forth in the
Subscription Agreement and may be transferred or exchanged only in compliance
with the Subscription Agreement and applicable federal and state securities laws
and regulations.

         c) RELIANCE ON DEBENTURE REGISTER. Prior to due presentment to the
Company for transfer of this Debenture, the Company and any agent of the Company
may treat the Person in whose name this Debenture is duly registered on the
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Debenture is
overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.


                                       4
<PAGE>

SECTION 4.          CONVERSION.
----------          ----------

         a) VOLUNTARY CONVERSION. At any time after the Original Issue Date
until this Debenture is no longer outstanding, this Debenture shall be
convertible into shares of Common Stock at the option of the Holder, in whole or
in part at any time and from time to time (subject to the limitations on
conversion set forth in Section 4(c) hereof). The Holder shall effect
conversions by delivering to the Company the form of Notice of Conversion
attached hereto as ANNEX A (a "NOTICE OF CONVERSION"), specifying therein the
principal amount of Debentures to be converted and the date on which such
conversion is to be effected (a "CONVERSION DATE"). If no Conversion Date is
specified in a Notice of Conversion, the Conversion Date shall be the date that
such Notice of Conversion is provided hereunder. To effect conversions
hereunder, the Holder shall not be required to physically surrender Debentures
to the Company unless the entire principal amount of this Debenture plus all
accrued and unpaid interest thereon has been so converted. Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this
Debenture in an amount equal to the applicable conversion. The Holder and the
Company shall maintain records showing the principal amount converted and the
date of such conversions. The Company shall deliver any objection to any Notice
of Conversion within 1 Business Day of receipt of such notice. In the event of
any dispute or discrepancy, the records of the Holder shall be controlling and
determinative in the absence of manifest error. The Holder and any assignee, by
acceptance of this Debenture, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be
less than the amount stated on the face hereof.

         b) CONVERSION PRICE. The conversion price in effect on any Conversion
Date shall be equal to the lesser of (i) $0.20 or (ii) a 10% discount to the
purchase price of each share of Common Stock (or conversion price per share of
Common Stock) issued in the next private placement conducted by the Company
(subject to adjustment herein)(the "CONVERSION PRICE").

         c) CONVERSION LIMITATIONS. The Company shall not effect any conversion
of this Debenture, and the Holder shall not have the right to convert any
portion of this Debenture, pursuant to Section 4(a) or otherwise, to the extent
that after giving effect to such conversion, the Holder (together with the
Holder's affiliates), as set forth on the applicable Notice of Conversion, would
beneficially own in excess of 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such conversion. For purposes of
the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its affiliates shall include the number of shares of Common
Stock issuable upon conversion of this Debenture with respect to which the
determination of such sentence is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (A) conversion of the
remaining, nonconverted portion of this Debenture beneficially owned by the
Holder or any of its affiliates and (B) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Debentures or the Warrants) subject to
a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its affiliates. Except as set
forth in the preceding sentence, for purposes of this Section 4(c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. To the extent that the limitation contained in this section applies, the
determination of whether this Debenture is convertible (in relation to other
securities owned by the Holder) and of which a portion of this Debenture is
convertible shall be in the sole discretion of such Holder. To ensure compliance
with this restriction, the Holder will be deemed to represent to the Company
each time it delivers a Notice of Conversion that such Notice of Conversion has
not violated the restrictions set forth in this paragraph and the Company shall
have no obligation to verify or confirm the accuracy of such determination. For
purposes of this Section 4(c), in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of
Common Stock as reflected in (x) the Company's most recent Form 10-QSB or Form
10-KSB, as the case may be, (y) a more recent public announcement by the Company
or (z) any other notice by the Company or the Company's Transfer Agent setting
forth the number of shares of Common Stock outstanding. Upon the written or oral
request of the Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company, including this Debenture, by the Holder or its affiliates since the


                                       5
<PAGE>

date as of which such number of outstanding shares of Common Stock was reported.
The provisions of this Section 4(c) may be waived by the Holder upon, at the
election of the Holder, not less than 61 days' prior notice to the Company, and
the provisions of this Section 4(c) shall continue to apply until such 61st day
(or such later date, as determined by the Holder, as may be specified in such
notice of waiver).

         d) MECHANICS OF CONVERSION

                  i. CONVERSION SHARES ISSUABLE UPON CONVERSION OF PRINCIPAL
         AMOUNT. The number of shares of Common Stock issuable upon a conversion
         hereunder shall be determined by the quotient obtained by dividing (x)
         the outstanding principal amount of this Debenture to be converted by
         (y) the Conversion Price.

                  ii. DELIVERY OF CERTIFICATE UPON CONVERSION. Not later than
         three Trading Days after any Conversion Date, the Company will deliver
         to the Holder (A) a certificate or certificates representing the
         Conversion Shares which shall be free of restrictive legends and
         trading restrictions (other than those required by the Subscription
         Agreement) representing the number of shares of Common Stock being
         acquired upon the conversion of Debentures (including, if so timely
         elected by the Company, shares of Common Stock representing the payment
         of accrued interest) and (B) a bank check in the amount of accrued and
         unpaid interest (if the Company is required to pay accrued interest in
         cash). The Company shall, if available and if allowed under applicable
         securities laws, use its best efforts to deliver any certificate or
         certificates required to be delivered by the Company under this Section
         electronically through the Depository Trust Corporation or another
         established clearing corporation performing similar functions.

                  iii. FAILURE TO DELIVER CERTIFICATES. If in the case of any
         Notice of Conversion such certificate or certificates are not delivered
         to or as directed by the applicable Holder by the third Trading Day
         after a Conversion Date, the Holder shall be entitled by written notice
         to the Company at any time on or before its receipt of such certificate
         or certificates thereafter, to rescind such conversion, in which event
         the Company shall immediately return the certificates representing the
         principal amount of Debentures tendered for conversion.

                  iv. OBLIGATION ABSOLUTE; PARTIAL LIQUIDATED DAMAGES. If the
         Company fails for any reason to deliver to the Holder such certificate
         or certificates pursuant to Section 4(d)(ii) by the third Trading Day
         after the Conversion Date, the Company shall pay to such Holder, in
         cash, as liquidated damages and not as a penalty, for each $1000 of
         principal amount being converted, $10 per Trading Day (increasing to
         $20 per Trading Day after 5 Trading Days after such damages begin to
         accrue) for each Trading Day after such third Trading Day until such
         certificates are delivered. The Company's obligations to issue and
         deliver the Conversion Shares upon conversion of this Debenture in
         accordance with the terms hereof are absolute and unconditional,
         irrespective of any action or inaction by the Holder to enforce the
         same, any waiver or consent with respect to any provision hereof, the
         recovery of any judgment against any Person or any action to enforce
         the same, or any setoff, counterclaim, recoupment, limitation or
         termination, or any breach or alleged breach by the Holder or any other
         Person of any obligation to the Company or any violation or alleged
         violation of law by the Holder or any other person, and irrespective of
         any other circumstance which might otherwise limit such obligation of
         the Company to the Holder in connection with the issuance of such
         Conversion Shares; PROVIDED, HOWEVER, such delivery shall not operate
         as a waiver by the Company of any such action the Company may have
         against the Holder. In the event a Holder of this Debenture shall elect
         to convert any or all of the outstanding principal amount hereof, the
         Company may not refuse conversion based on any claim that the Holder or
         any one associated or affiliated with the Holder of has been engaged in
         any violation of law, agreement or for any other reason, unless, an
         injunction from a court, on notice, restraining and or enjoining
         conversion of all or part of this Debenture shall have been sought and
         obtained and the Company posts a surety bond for the benefit of the
         Holder in the amount of 150% of the principal amount of this Debenture
         outstanding, which is subject to the injunction, 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 to
         the extent it obtains judgment. In the absence of an injunction
         precluding the same, the Company shall issue Conversion Shares or, if


                                       6
<PAGE>

         applicable, cash, upon a properly noticed conversion. Nothing herein
         shall limit a Holder's right to pursue actual damages or declare an
         Event of Default pursuant to Section 8 herein for the Company's failure
         to deliver Conversion Shares 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. The exercise of any such rights
         shall not prohibit the Holders from seeking to enforce damages pursuant
         to any other Section hereof or under applicable law.

                  v. COMPENSATION FOR BUY-IN ON FAILURE TO TIMELY DELIVER
         CERTIFICATES UPON CONVERSION. In addition to any other rights available
         to the Holder, if the Company fails for any reason to deliver to the
         Holder such certificate or certificates pursuant to Section 4(d)(ii) by
         the third Trading Day after the Conversion Date, and if after such
         third Trading Day the Holder is required by its brokerage firm to
         purchase (in an open market transaction or otherwise) 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 Company shall (A) pay in cash to the Holder (in
         addition to any remedies available to or elected by the Holder) the
         amount by which (x) the Holder's total purchase price (including
         brokerage commissions, if any) for the Common Stock so purchased
         exceeds (y) the product of (1) the aggregate number of shares of Common
         Stock that such Holder anticipated receiving from the conversion at
         issue multiplied by (2) the actual sale price of the Common Stock at
         the time of the sale (including brokerage commissions, if any) giving
         rise to such purchase obligation and (B) at the option of the Holder,
         either reissue Debentures in principal amount equal to the principal
         amount of the attempted conversion or deliver to the Holder the number
         of shares of Common Stock that would have been issued had the Company
         timely complied with its delivery requirements under Section 4(d)(ii).
         For example, if the Holder purchases Common Stock having a total
         purchase price of $11,000 to cover a Buy-In with respect to an
         attempted conversion of Debentures with respect to which the actual
         sale price of the Conversion Shares at the time of the sale (including
         brokerage commissions, if any) giving rise to such purchase obligation
         was a total of $10,000 under clause (A) of the immediately preceding
         sentence, the Company shall be required to pay the Holder $1,000. The
         Holder shall provide the Company written notice indicating the amounts
         payable to the Holder in respect of the Buy-In. Notwithstanding
         anything contained herein to the contrary, if a Holder requires the
         Company to make payment in respect of a Buy-In for the failure to
         timely deliver certificates hereunder and the Company timely pays in
         full such payment, the Company shall not be required to pay such Holder
         liquidated damages under Section 4(d)(iv) in respect of the
         certificates resulting in such Buy-In.

                  vi. RESERVATION OF SHARES ISSUABLE UPON CONVERSION. The
         Company covenants that it will at all times reserve and keep available
         out of its authorized and unissued shares of Common Stock solely for
         the purpose of issuance upon conversion of the Debentures and payment
         of interest on the Debenture, each as herein provided, free from
         preemptive rights or any other actual contingent purchase rights of
         persons other than the Holders, not less than such number of shares of
         the Common Stock as shall (subject to any additional requirements of
         the Company as to reservation of such shares set forth in the
         Subscription Agreement) be issuable (taking into account the
         adjustments and restrictions of Section 5) upon the conversion of the
         outstanding principal amount of the Debentures and payment of interest
         hereunder. The Company covenants that all shares of Common Stock that
         shall be so issuable shall, upon issue, be duly and validly authorized,
         issued and fully paid, nonassessable and, if the Registration Statement
         is then effective under the Securities Act, registered for public sale
         in accordance with such Registration Statement.

                  vii. FRACTIONAL SHARES. Upon a conversion hereunder, in the
         event the conversion yields a fractional share, the Holder shall be
         entitled to receive, in lieu of the final fraction of a share, one
         whole share of Common Stock.

                  viii. TRANSFER TAXES. The issuance of certificates for shares
         of the Common Stock on conversion of the Debentures shall be made
         without charge to the Holders thereof for any documentary stamp or
         similar taxes that may be payable in respect of the issue or delivery
         of such certificate, provided that the Company shall not be required to
         pay any tax that may be payable in respect of any transfer involved in
         the issuance and delivery of any such certificate upon conversion in a


                                       7
<PAGE>

         name other than that of the Holder of such Debentures so converted and
         the Company shall not be required to issue or deliver such certificates
         unless or until the person or persons requesting the issuance thereof
         shall have paid to the Company the amount of such tax or shall have
         established to the satisfaction of the Company that such tax has been
         paid.

SECTION 5.        CERTAIN ADJUSTMENTS.
----------        --------------------

         a) STOCK DIVIDENDS AND STOCK SPLITS. If the Company, at any time while
the Debentures are outstanding: (A) shall pay a stock dividend or otherwise make
a distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by
the Company pursuant to this Debenture, including as interest thereon), (B)
subdivide outstanding shares of Common Stock into a larger number of shares, (C)
combine (including by way of reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (D) issue by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then the
Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.

         b) SUBSEQUENT EQUITY SALES. If the Company or any Subsidiary thereof,
as applicable, at any time while Debentures are outstanding, shall offer, sell,
grant any option to purchase or offer, sell or grant any right to reprice its
securities, or otherwise dispose of or issue (or announce any offer, sale, grant
or any option to purchase or other disposition) any Common Stock or Common Stock
Equivalents entitling any Person to acquire shares of Common Stock, at an
effective price per share less than the then Conversion Price (such lower price,
the "BASE CONVERSION PRICE" and such issuances collectively, a "DILUTIVE
ISSUANCE"), as adjusted hereunder (if the holder of the Common Stock or Common
Stock Equivalents so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which is
issued in connection with such issuance, be entitled to receive shares of Common
Stock at an effective price per share which is less than the Conversion Price,
such issuance shall be deemed to have occurred for less than the Conversion
Price), then the Conversion Price shall be reduced to equal the Base Conversion
Price. Such adjustment shall be made whenever such Common Stock or Common Stock
Equivalents are issued. The Company shall notify the Holder in writing, no later
than the Business Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this section, indicating therein the applicable issuance
price, or of applicable reset price, exchange price, conversion price and other
pricing terms (such notice the "DILUTIVE ISSUANCE NOTICE"). For purposes of
clarification, whether or not the Company provides a Dilutive Issuance Notice
pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance,
after the date of such Dilutive Issuance the Holder is entitled to receive a
number of Conversion Shares based upon the Base Conversion Price regardless of
whether the Holder accurately refers to the Base Conversion Price in the Notice
of Conversion.

         c) PRO RATA DISTRIBUTIONS. If the Company, at any time while Debentures
are outstanding, shall distribute to all holders of Common Stock (and not to
Holders) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security, then in each such case the Conversion
Price shall be determined by multiplying such Conversion Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the VWAP determined as of the record date mentioned above, and of which
the numerator shall be such VWAP on such record date less the then fair market
value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holders of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.


                                       8
<PAGE>

         d) FUNDAMENTAL TRANSACTION. If, at any time while this Debenture is
outstanding, (A) the Company effects any merger or consolidation of the Company
with or into another Person, (B) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (in any such case, a
"FUNDAMENTAL TRANSACTION"), then upon any subsequent conversion of this
Debenture, the Holder shall have the right to receive, for each Conversion Share
that would have been issuable upon such conversion absent such Fundamental
Transaction, the same kind and amount of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the "ALTERNATE Consideration"). For
purposes of any such conversion, the determination of the Conversion Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Conversion Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of this Debenture following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new debenture consistent with the foregoing
provisions and evidencing the Holder's right to convert such debenture into
Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this paragraph
(c) and insuring that this Debenture (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

         e) CALCULATIONS. All calculations under this Section 5 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 5, the number of shares of Common Stock deemed to be
issued and outstanding as of a given date shall be the sum of the number of
shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.

         f) EXEMPT ISSUANCE. Notwithstanding the foregoing, no adjustment will
be made under this Section 5 in respect of an Exempt Issuance.

         g) NOTICE TO HOLDERS.

                  i. ADJUSTMENT TO CONVERSION PRICE. Whenever the Conversion
         Price is adjusted pursuant to any of this Section 5, the Company shall
         promptly mail to each Holder a notice setting forth the Conversion
         Price after such adjustment and setting forth a brief statement of the
         facts requiring such adjustment. If the Company issues a variable rate
         security in a Variable Rate Transaction (as defined in the Subscription
         Agreement), despite the prohibition thereon in the Subscription
         Agreement, the Company shall be deemed to have issued Common Stock or
         Common Stock Equivalents at the lowest possible conversion or exercise
         price at which such securities may be converted or exercised.

                  ii. NOTICE TO ALLOW CONVERSION BY HOLDER. If (A) the Company
         shall declare a dividend (or any other distribution) on the Common
         Stock; (B) the Company shall declare a special nonrecurring cash
         dividend on or a redemption of the Common Stock; (C) the Company shall
         authorize the granting to all holders of the Common Stock rights or
         warrants to subscribe for or purchase any shares of capital stock of
         any class or of any rights; (D) the approval of any stockholders of the
         Company shall be required in connection with any reclassification of
         the Common Stock, any consolidation or merger to which the Company is a
         party, any sale or transfer of all or substantially all of the assets
         of the Company, of any compulsory share exchange whereby the Common
         Stock is converted into other securities, cash or property; (E) the
         Company shall authorize the voluntary or involuntary dissolution,
         liquidation or winding up of the affairs of the Company; then, in each
         case, the Company shall cause to be filed at each office or agency


                                       9
<PAGE>

         maintained for the purpose of conversion of the Debentures, and shall
         cause to be mailed to the Holders at their last addresses as they shall
         appear upon the stock books of the Company, at least 20 calendar days
         prior to the applicable record or effective date hereinafter specified,
         a notice stating (x) the date on which a record is to be taken for the
         purpose of such dividend, distribution, redemption, rights or warrants,
         or if a record is not to be taken, the date as of which the holders of
         the Common Stock of record to be entitled to such dividend,
         distributions, redemption, rights or warrants are to be determined or
         (y) the date on which such reclassification, consolidation, merger,
         sale, transfer or share exchange is expected to become effective or
         close, and the date as of which it is expected that holders of the
         Common Stock of record shall be entitled to exchange their shares of
         the Common Stock for securities, cash or other property deliverable
         upon such reclassification, consolidation, merger, sale, transfer or
         share exchange; PROVIDED, that the failure to mail such notice or any
         defect therein or in the mailing thereof shall not affect the validity
         of the corporate action required to be specified in such notice.
         Holders are entitled to convert Debentures during the 20-day period
         commencing the date of such notice to the effective date of the event
         triggering such notice.

SECTION 6.        INTENTIONALLY OMITTED.
----------        ----------------------

SECTION 7.        NEGATIVE COVENANTS.
----------        -------------------

         So long as any portion of this Debenture is outstanding, the Company
will not and will not permit any of its Subsidiaries to directly or indirectly:

         a) enter into, create, incur, assume or suffer to exist any
indebtedness or liens of any kind, on or with respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom that is senior to, or pari passu with, in any respect, the
Company's obligations under the Debentures;

         b) amend its certificate of incorporation, bylaws or other charter
documents so as to adversely affect any rights of the Holder;

         c) repay, repurchase or offer to repay, repurchase or otherwise acquire
more than a DE MINIMIS number of shares of its Common Stock or other equity
securities other than as to the Conversion Shares to the extent permitted or
required under the Transaction Documents or as otherwise permitted by the
Transaction Documents; or

         d) enter into any agreement with respect to any of the foregoing.

SECTION 8.        EVENTS OF DEFAULT.
---------         ------------------

         a) "EVENT OF DEFAULT", wherever used herein, means any one of the
following events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

                  i. any default in the payment of (A) the principal amount of
         any Debenture, or (B) interest (including Late Fees) on, or liquidated
         damages in respect of, any Debenture, in each case free of any claim of
         subordination, as and when the same shall become due and payable
         (whether on a Conversion Date or the Maturity Date or by acceleration
         or otherwise) which default, solely in the case of an interest payment
         or other default under clause (B) above, is not cured, within 3 Trading
         Days;

                  ii. the Company shall fail to observe or perform any other
         covenant or agreement contained in this Debenture (other than a breach
         by the Company of its obligations to deliver shares of Common Stock to
         the Holder upon conversion which breach is addressed in clause (xii)
         below) which failure is not cured, if possible to cure, within the
         earlier to occur of (A) 5 Trading Days after notice of such default
         sent by the Holder or by any other Holder and (B)10 Trading Days after
         the Company shall become or should have become aware of such failure;


                                       10
<PAGE>

                  iii. a default or event of default (subject to any grace or
         cure period provided for in the applicable agreement, document or
         instrument) shall occur under (A) any of the Transaction Documents
         other than the Debentures, or (B) any other material agreement, lease,
         document or instrument to which the Company or any Subsidiary is bound;

                  iv. any representation or warranty made herein, in any other
         Transaction Documents, in any written statement pursuant hereto or
         thereto, or in any other report, financial statement or certificate
         made or delivered to the Holder or any other holder of Debentures shall
         be untrue or incorrect in any material respect as of the date when made
         or deemed made;

                  v. (i) the Company or any of its Subsidiaries shall commence,
         or there shall be commenced against the Company or any such Subsidiary,
         a case under any applicable bankruptcy or insolvency laws as now or
         hereafter in effect or any successor thereto, or the Company or any
         Subsidiary commences any other proceeding under any reorganization,
         arrangement, adjustment of debt, relief of debtors, dissolution,
         insolvency or liquidation or similar law of any jurisdiction whether
         now or hereafter in effect relating to the Company or any Subsidiary
         thereof or (ii) there is commenced against the Company or any
         Subsidiary thereof any such bankruptcy, insolvency or other proceeding
         which remains undismissed for a period of 60 days; or (iii) the Company
         or any Subsidiary thereof is adjudicated by a court of competent
         jurisdiction insolvent or bankrupt; or any order of relief or other
         order approving any such case or proceeding is entered; or (iv) the
         Company or any Subsidiary thereof suffers any appointment of any
         custodian or the like for it or any substantial part of its property
         which continues undischarged or unstayed for a period of 60 days; or
         (v) the Company or any Subsidiary thereof makes a general assignment
         for the benefit of creditors; or (vi) the Company shall fail to pay, or
         shall state that it is unable to pay, or shall be unable to pay, its
         debts generally as they become due; or (vii) the Company or any
         Subsidiary thereof shall call a meeting of its creditors with a view to
         arranging a composition, adjustment or restructuring of its debts; or
         (viii) the Company or any Subsidiary thereof shall by any act or
         failure to act expressly indicate its consent to, approval of or
         acquiescence in any of the foregoing; or (ix) any corporate or other
         action is taken by the Company or any Subsidiary thereof for the
         purpose of effecting any of the foregoing;

                  vi. the Company or any Subsidiary shall default in any of its
         obligations under any mortgage, credit agreement or other facility,
         indenture agreement, factoring agreement or other instrument under
         which there may be issued, or by which there may be secured or
         evidenced any indebtedness for borrowed money or money due under any
         long term leasing or factoring arrangement of the Company in an amount
         exceeding $150,000, whether such indebtedness now exists or shall
         hereafter be created and such default shall result in such indebtedness
         becoming or being declared due and payable prior to the date on which
         it would otherwise become due and payable;

                  vii. the Common Stock shall not be eligible for quotation on
         or quoted for trading on a Trading Market and shall not again be
         eligible for and quoted or listed for trading thereon within five
         Trading Days;

                  viii. the Company shall be a party to any Change of Control
         Transaction or Fundamental Transaction, shall agree to sell or dispose
         of all or in excess of 33% of its assets in one or more transactions
         (whether or not such sale would constitute a Change of Control
         Transaction) or shall redeem or repurchase more than a de minimis
         number of its outstanding shares of Common Stock or other equity
         securities of the Company (other than redemptions of Conversion Shares
         and repurchases of shares of Common Stock or other equity securities of
         departing officers and directors of the Company; provided such
         repurchases shall not exceed $100,000, in the aggregate, for all
         officers and directors during the term of this Debenture);

                  ix. the Company shall fail for any reason to deliver
         certificates to a Holder prior to the third Trading Day after a
         Conversion Date pursuant to and in accordance with Section 4(d) or the


                                       11
<PAGE>

         Company shall provide notice to the Holder, including by way of public
         announcement, at any time, of its intention not to comply with requests
         for conversions of any Debentures in accordance with the terms hereof;

         b) REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs, the
full principal amount of this Debenture, together with interest and other
amounts owing in respect thereof, to the date of acceleration shall become, at
the Holder's election, immediately due and payable in cash. The aggregate amount
payable upon an Event of Default shall be equal to the Mandatory Prepayment
Amount. Commencing 5 days after the occurrence of any Event of Default that
results in the eventual acceleration of this Debenture, the interest rate on
this Debenture shall accrue at the rate of 18% per annum, or such lower maximum
amount of interest permitted to be charged under applicable law. All Debentures
for which the full Mandatory Prepayment Amount hereunder shall have been paid in
accordance herewith shall promptly be surrendered to or as directed by the
Company. The Holder need not provide and the Company hereby waives any
presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under
applicable law. Such declaration may be rescinded and annulled by Holder at any
time prior to payment hereunder and the Holder shall have all rights as a
Debenture holder until such time, if any, as the full payment under this Section
shall have been received by it. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.

SECTION 9.        MISCELLANEOUS.
----------        --------------

         a) NOTICES. Any and all notices or other communications or deliveries
to be provided by the Holders hereunder, including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally, by
facsimile, sent by a nationally recognized overnight courier service, addressed
to the Company, at the address set forth above, facsimile number 011
8620-3758-85764, Attn: Mr. Pu Chong Liang or such other address or facsimile
number as the Company may specify for such purposes by notice to the Holders
delivered in accordance with this Section. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile, sent by a nationally recognized
overnight courier service addressed to each Holder at the facsimile telephone
number or address of such Holder appearing on the books of the Company, or if no
such facsimile telephone number or address appears, at the principal place of
business of the Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 5:30 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 5:30 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

         b) ABSOLUTE OBLIGATION. Except as expressly provided herein, no
provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, interest and
liquidated damages (if any) on, this Debenture at the time, place, and rate, and
in the coin or currency, herein prescribed. This Debenture is a direct debt
obligation of the Company. This Debenture ranks PARI PASSU with all other
Debentures now or hereafter issued under the terms set forth herein.

         c) LOST OR MUTILATED DEBENTURE. If this Debenture shall be mutilated,
lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Debenture, or in lieu
of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
for the principal amount of this Debenture so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction
of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

         d) GOVERNING LAW. All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party


                                       12
<PAGE>

agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by any of the Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts sitting in the City of New York, Borough of Manhattan (the "NEW
YORK COURTS"). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, or such New York Courts are improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Debenture and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Debenture or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of this Debenture,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorneys fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

         e) WAIVER. Any waiver by the Company or the Holder of a breach of any
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.

         f) SEVERABILITY. If any provision of this Debenture is invalid, illegal
or unenforceable, the balance of this Debenture shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances. If it
shall be found that any interest or other amount deemed interest due hereunder
violates applicable laws governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum permitted rate of
interest. The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of or interest on this Debenture as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

         g) NEXT BUSINESS DAY. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.

         h) HEADINGS. The headings contained herein are for convenience only, do
not constitute a part of this Debenture and shall not be deemed to limit or
affect any of the provisions hereof.

                              *********************


                                       13
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed by a duly authorized officer as of the date first above indicated.


                                          CHINA EVERGREEN ENVIRONMENTAL CORP.


                                          By: __________________________________
                                              Name:
                                              Title:


                                       14
<PAGE>

                                     ANNEX A

                              NOTICE OF CONVERSION


         The undersigned hereby elects to convert principal under the 12%
Convertible Debenture of China Evergreen Environmental Corp., a Nevada
corporation (the "COMPANY"), due on [____________ , into shares of common stock,
par value $0.001 per share (the "COMMON STOCK"), of the Company according to the
conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for
such transfer taxes, if any.

         By the delivery of this Notice of Conversion the undersigned represents
and warrants to the Company that its ownership of the Common Stock does not
exceed the amounts determined in accordance with Section 13(d) of the Exchange
Act, specified under Section 4 of this Debenture.

         The undersigned agrees to comply with the prospectus delivery
requirements under the applicable securities laws in connection with any
transfer of the aforesaid shares of Common Stock.

Conversion calculations:
                               Date to Effect Conversion:

                               Principal Amount of Debentures to be Converted:

                               Payment of Interest in Common Stock __ yes  __ no
                                        If yes, $_____ of Interest Accrued on
                                        Account of Conversion at Issue.

                               Number of shares of Common Stock to be issued:


                               Signature:

                               Name:

                               Address:


                                       15
<PAGE>

                                   SCHEDULE 1

                               CONVERSION SCHEDULE

The 12% Convertible Debentures due on [________, in the aggregate principal
amount of $____________ issued by China Evergreen Environmental Corp. This
Conversion Schedule reflects conversions made under Section 4 of the above
referenced Debenture.

                                                 Dated:

<TABLE>
------------------------------- ------------------------- ----------------------- ------------------------------
                                                           Aggregate Principal
                                                             Amount Remaining
      Date of Conversion                                      Subsequent to
(or for first entry, Original                                   Conversion
         Issue Date)              Amount of Conversion         (or original              Company Attest
                                                            Principal Amount)
------------------------------- ------------------------- ----------------------- ------------------------------
<S>     <C>



------------------------------- ------------------------- ----------------------- ------------------------------
</TABLE>


                                       16