FORM OF DEBENTURE
 
      THE SECURITIES REPRESENTED BY THIS DEBENTURE OR THOSE INTO WHICH THIS
   DEBENTURE ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS
 AMENDED (THE "1933 ACT"), OR APPLICABLE FOR INVESTMENT AND MAY NOT BE OFFERED
     FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT FOR THE SAID SECURITIES UNDER THE 1933 ACT, AND
 APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
 UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
 RULE 144 UNDER THE 1933 ACT. ANY SUCH OFFER, SALE, ASSIGNMENT OR TRANSFER MUST
               ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS

DATE: 9/10/1998

DEBENTURE A-1                                                 U.S.$1,000,000.00

BIOFARM, INC.

        SERIES A-1 SIX PERCENT (6%) CONVERTIBLE DEBENTURES DUE 8/10/1999

     THIS DEBENTURE is one of a duly authorized issue of debentures (a
"Debenture" or the "Debentures") of Biofarm, Inc., a corporation duly organized
and validly existing under the laws of the STATE OF NEVADA (the "Company")
designated as its Series A-1 SIX Percent (6%) Convertible Debenture Due 8th
October 1999, in an aggregate principal face value for all Debentures of this
Series A-1 of One Million United States Dollars (U.S.$1,000,000.00).


<PAGE>


FOR VALUE RECEIVED, the Company promises to pay to the registered holder hereof
and its successors and assigns (the "Holder"), the principal sum of One Million
United States Dollars ($1,000,000.00) on 8/10/1999 (the "Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of Six percent (6%)
per annum due and payable in quarterly instalments in arrears, with the first
such payment to be made on 9/10/1998.

Accrual of interest, payable in cash or common stock of the Company at the
Company's option, shall commence on the date hereof and shall continue until
payment in full of the outstanding principal sum has been made or duly provided
for. The interest so payable will be paid to the person in whose name this
Debenture (or one or more predecessor Debentures) is registered on the records
of the Company regarding registration and transfers of the Debenture (the
"Debenture Register"); provided, however, that the Company's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions of that
Securities Subscription Agreement of even date herewith between the Company and
(the "Securities Subscription Agreement")

     The principal of, and interest on, this Debenture are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Debenture Register of the Company as designated in writing by the Holder
hereof from time to time. The company will pay the outstanding principal of and
any and all accrued and unpaid interest due upon this Debenture on the Maturity
Date, less any amounts required by law to be deducted or withheld, to the record
Holder of this Debenture as of the tenth (10th) day prior to the Maturity Date
and addressed to such Holder at the last address appearing on the Debenture
Register. The forwarding of such funds shall constitute a payment of outstanding
principal and interest hereunder and shall satisfy and discharge the liability
for principal and interest on this Debenture to the extent of the sum
represented by such cheque plus any amounts so deducted or withheld.

This Debenture is subject to the following additional provisions:

     1. Debenture Exchangeable.

     The Debenture is exchangeable commencing Ninety (90) days from the date
hereof for an equal aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holder surrendering the same, but
not of denominations of less than Two Hundred Thousand United States Dollars
(US$200,000.00) without the Company's written consent. No service charge will be
made for such registration or transfer or exchange.

     2. Withholding.

     The Company shall be entitled to withhold from all payments of Principal
pursuant to this Debenture any amounts required to be withheld under the
applicable provisions of the United States income tax or other applicable laws
at the time of such payments, if any.


                                       2

<PAGE>


     3. Transfer/Exchange of Debenture: Registered Holder; Opinion of Counsel;
        Legend.

     This Debenture has been issued subject to investment representations of the
original purchaser hereof and may be transferred or exchanged only in compliance
with the 1933 Act and applicable State Securities Laws. Prior to due presentment
for transfer of this Debenture, the Company and any agent of the Company may
treat the person in whose name this Debenture is duly registered on the
Company's Debenture Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not his
Debenture be overdue, and neither the Company nor any such agent shall be
affected or bound by notice to the contrary.

     The Holder understands and acknowledges by its acceptance hereof that (i)
except as provided in that Registration Rights Agreement attached as Exhibit
B to the Securities Subscription Agreement and incorporated herein by reference
(the "Registration Rights Agreement"), this Debenture and the shares of common
stock in the Company issuable upon conversion as herein provided ("Conversion
Shares") thereof have not been and are not being registered under the 1933 Act
or any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) the Holder
shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and be sold, assigned or transferred pursuant to an
exemption from such registration; (ii) any sale of such securities made in
reliance on Rule 144 promulgated under the 1933 Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
person is under any obligation to register such securities under the 1933 Act or
any state securities laws (other than pursuant to the Registration Rights
Agreement) or to comply with the terms and conditions of any exemption
thereunder.

Any Conversion Shares issued upon conversion of this Debenture shall, if and to
the extent required by law, bear legends in similar form to the legends set
forth on the first page of this debenture.


                                       3

<PAGE>


     4. Conversion of Debenture into Common Stock of the Company.

     (a) The Holder of this Debenture is entitled, at its option, at any time
commencing Ninety (90) days after issue hereof, to convert the original
principal face amount of this Debenture into shares of common stock in the
Company, no par value per share (defined hereinafter as the "Common Stock"), at
a conversion price (the "Conversion Price") for each share of Common Stock equal
to the lesser of (i) Eighty percent (80%) of the Market Price (as defined below)
of the Common Stock, at the time of conversion or (ii) The price per share at
the time of Subscription. For the purposes of this Section 4, the Market Price
shall be the average closing bid price of the Common Stock for the five (5)
business days immediately preceding the Conversion Date (as hereinafter
defined), as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). Such conversion shall be achieved by
surrendering the original Debenture to be converted with the form of conversion
notice attached hereto as Exhibit I (a "Notice of Conversion"), executed by the
Holder of this Debenture evidencing such Holder's intention to proper assignment
hereof in blank. No fractional shares representing fractions of shares will be
issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. Accrued interest on the converted portion of the Debenture
shall be payable in cash or stock at the Company's option. The date on which
notice of conversion (the "Conversion Date") is given shall be deemed to be
either the date on which the Holder has delivered this Debenture, with the
Notice of Conversion duly executed, to the Company, or, if earlier, the date
set forth in such Notice of Conversion if the Debenture is received by the
Company within five (5) business days thereafter.

(a) Notwithstanding anything herein to the contrary, at the Maturity Date, the
remaining portion of this Debenture which remains unconverted, if any, plus
accrued interest shall be automatically converted into shares of Common Stock as
of the Maturity Date, as if the Holder had converted the remaining portion of
this Debenture according to the provisions of this Section 4, with the
Conversion Date being equivalent in such event to the Maturity Date, as if the
Holder had provided the Company with a Notice of Conversion on the Maturity
Date.

(b) Notwithstanding anything herein to the contrary, the Company shall have the
right (but not the obligation) to redeem all or a portion of this Debenture,
provided the Company is not then in violation of any of its obligations under
this Debenture or under the Securities Purchase Agreement or any Addendum
thereto, under the following conditions. Within forty-eight (48) hours after
delivery of any Notice of Conversion (in this Section 4 (b), a "Notice") to the
Company by the Holder in accordance with the terms of this Debenture, the
Company shall give


                                       4

<PAGE>


to the Holder notice (a "Redemption Notice") that it intends to pay the Holder
the Cash Redemption Amount (as hereinafter defined) instead of delivering Common
Stock to such Holder; provided, however, that the Company may only exercise this
right with respect to all of the Common Stock which would have otherwise been
delivered with respect to the Notice. The "Cash Redemption Amount" shall be
equal to one hundred twenty percent (120%) of the face amount of the portion
of the Debenture to be converted pursuant to the Notice, and shall be paid to
the Holder according to the Holder's written instructions to the Company within
five (5) business days after delivery of the Redemption Notice with respect to
such Debenture or portion thereof to be redeemed. If the Company does not
redeem within the time limits herein specified and according to the terms of
this Section 4 (b), then the Holder shall have the right to demand delivery of
the Common Stock which would have been delivered pursuant to the Notice of
Conversion, and shall have the right (but not the obligation) to adjust the
Conversion Price as if the Notice of Conversion had been sent on the date of
such demand. In such event the Company shall deliver the Common Stock with two
(2) days after such demand has been made.

     5. Obligations of the Company Herein are Unconditional.

     No provision of this Debenture shall alter or impair the obligation of the
Company, which obligation is absolute and unconditional, to repay the principal
amount of this Debenture at the time, place, rate, and in the coin currency,
hereinabove stated. This Debenture and all other Debentures now or hereafter
issued on similar terms are direct obligations of the Company. This Debenture
ranks at least equally with all other Debentures now or hereafter issued under
the terms set forth herein. The Conversion Price and number of shares of Common
Stock issuable upon conversion shall be subject to adjustment from the time to
time as provided in Section 6 below.

     6. Adjustments.

     (a) In the event the Company should at any time or from time to time, after
the date of this Debenture, fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock (equal to at least ten percent
(10%) or more of the Company's then issued and outstanding shares of Common
Stock) or other securities or rights convertible into, or entitling the holder
thereof to receive directly or indirectly additional shares of Common Stock
(hereinafter referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend, distribution, split or subdivision if no record date
is fixed), the Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of this Debenture shall
be increased in proportion to such increase in the aggregate number of shares of
Common Stock outstanding and those issuable with respect to such Common Stock
Equivalents.


                                       5

<PAGE>


     (b) If the number of shares of Common Stock outstanding at any time after
the date of this Debenture is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately increased so that the number of shares
of Common Stock issuable upon conversion of this Debenture shall be decreased in
proportion to such decrease in outstanding shares.

     7. Reservation of Shares.

     The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Debenture, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
of the outstanding principal amount, and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of this Debenture, in addition to such other remedies as shall be
available to Holder, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase the number of authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including without limitation, using its best efforts to
obtain the requisite stockholder approval necessary to increase the number of
authorized shares of the Company's Common Stock.

     8. Debenture Holder Not Deemed a Stockholder.

     No Holder, as such, of this Debenture shall be entitled to vote or receive
dividends or be deemed the holder of shares of the Company for any purpose, nor
shall anything contained in this Debenture be construed to confer upon the
Holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Debenture of the Conversion Shares which he or she is then entitled to
receive upon the due conversion of all or a portion of this Debenture.
Notwithstanding the foregoing, the Company will provide the Holder with copies
of the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

     9. No Limitation on Corporate Action.

     No provisions of this Debenture and no right or option granted or conferred
hereunder shall in any way limit, affect or abridge the exercise by the Company
of any of its corporate rights or powers to recapitalize, amend its Certificate
of Incorporation, reorganize, consolidate or merge with or into another
corporation, or to transfer all or any part of its property or assets, or the
exercise of any other of its corporate rights and powers.


                                       6

<PAGE>


     10. Representations of Holder.

     Upon conversion of all or a portion of this Debenture, the Holder shall
confirm in writing, in a form reasonably satisfactory to the Company, that the
Conversion Shares so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale and that such Holder is an Accredited
Investor. If such Holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such Holder's conversion of all
or a portion of the Debenture that the Company receive such other
representations as the Company considers reasonably necessary to assure the
Company that the issuance of its securities upon conversion of the Debenture
shall not violate any United States or State securities laws

     11. Waiver of Demand, Presentment, Etc.

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

     12. Attorney's Fees.

     The Company agrees to pay all costs and expenses, including without
limitation reasonable attorney's fees, which may be incurred by the Holder in
collecting any amount due under this Debenture or in enforcing any of Holder's
conversion rights as described herein.

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

(a) The Company shall continue in default in the payment of principal or
interest on this Debenture for a period of ten (10) days after a notice of
default is received by the Company with respect to any such payment; or

(b) Any of the representations or warranties made by the Company herein, in the
Securities Subscription Agreement, the Registration Rights Agreement, or in
any certificate or financial or other written statement heretofore or hereafter
furnished by or on behalf of the Company in connection with the execution and
delivery of this Debenture or the Securities Subscription Agreement or the
Registration Rights Agreement shall be false or misleading in any material
respect at the time made and the Holder shall have provided seven (7) days prior
written notice to the Company of the alleged misrepresentation or breach of
warranty; or

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


                                       7

<PAGE>


(d) The Company shall either: (i) become insolvent; (ii) admit in writing its
inability to pay its debts generally or as they become due; (iii) make an
assignment for the benefit of Creditors or commence proceedings for its
dissolution; or (iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for its or for a substantial part of its property or
business; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without the Company's consent and
such appointment is not discharged within sixty (60) days after such
appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or any substantial portion of the properties or assets of the Company and shall
not be dismissed within sixty (60) days thereafter; or

(g) Any money judgement, writ or debenture of attachment, or similar process in
excess of Three Hundred Thousand United States Dollars (US$300,000.00) in the
aggregate shall be entered or filed against the Company or any of its properties
or assets and shall remain unpaid, unvacated, unbonded or unstayed for a period
of fifteen (15) days or in any event later than five (5) days prior to the date
of any proposed sale thereunder; or

(h) Bankruptcy, reorganization, insolvency or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors shall be instituted by or against the Company and, if instituted against
the Company, shall not be dismissed within sixty days after such institution or
the Company shall by any action or answer approve of, consent to, or acquiesce
in any such proceedings or admit the material allegations of, or default in
answering a petition filed in, any such proceeding; or

(i) The Company shall have its Common Stock delisted from the NASDAQ Stock
Exchange or suspended from trading thereon, and shall not have its Common Stock
relisted or have such suspension lifted, as the case may be, within ten (10)
business days; or

(j) The Company shall have received a notice of default on the payment of any
debt(s) aggregating in excess of Three Hundred Thousand United States Dollars
(US$300,000.00) beyond any applicable grace period; then, or at any time
thereafter, and in any and every such case, unless such Event of Default shall
have been waived in writing by the Holder (which waiver in one instance shall
not be deemed to be a waiver in another instance or for any other prior or
subsequent Event of Default) at the option of the Holder and in the Holder's
sole discretion, the Holder may immediately accelerate the maturity hereof,
whereupon all principal and interest hereunder shall be immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Company, anything herein or in any note
or other instrument contained to the contrary notwithstanding, and the Holder
may immediately, and upon the expiration of any period of grace, enforce any and
all of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law or equity.


                                       8

<PAGE>


     14. Delivery of Common Stock Upon Conversion.

     As set forth herein, the Company shall use all reasonable efforts to issue
and deliver, within three (3) business days after the Holder has fulfilled all
conditions and submitted all necessary documents duly executed and in proper
form required for conversion (the "Deadline") to the Holder or any party
receiving a Debenture by transfer from the Holder (together, a "Holder"), at the
address of the Holder on the Debenture Register, a certificate or certificates
for the number of shares of Common Stock to which the Holder shall be entitled
(the "Certificates"). The Company understands and agrees that a delay in the
issuance of the Certificates beyond the Deadline could result in economic loss
and other damages to the Holder. As compensation to the Holder for such loss,
the Company agrees to pay liquidated damages (and not as a penalty) to the
Holder for issuance and delivery of the Certificates after the Deadline, in
accordance with the following schedule (where "No. Business Days Late" is
defined as the number of business days beyond seven (7) business days from the
date of receipt by the Company of a notice of conversion and by the transfer
agent of all necessary documentation duly executed and in proper form required
for conversion, including the original Debenture to be converted, all in
accordance with the terms of this Debenture, the Securities Subscription
Agreement, the Registration Rights Agreement and the reasonable and customary
requirements of the transfer agent)

No. Business Days                                       Late Liquidated Damages
                                                                (in US$)
         1                                                $  500
         2                                                $1,000
         3                                                $1,500
         4                                                $2,000
         5                                                $2,500
         6                                                $3,000
         7                                                $3,500
         8                                                $4,000
         9                                                $4,500
        10                                                $5,000
        11+                                               $5,000 + $5,000 for
                                                          each Business Day
                                                          Late beyond

     The Company shall pay the Holder any liquidated damages incurred as called
for under this Section 14 by certified or cashier's cheque upon the earlier of
(i) issuance of the Certificates to the Holder or (ii) each monthly anniversary
of the receipt by the Company of such Holder's Notice of Conversion. Nothing
herein shall limit the Holder's right to pursue actual damages for the Company's
failure to issue and deliver the Certificates to the Holder in accordance with
the terms of the Debenture or for breach by the Company of the Securities
Subscription Agreement or of the Registration Rights Agreement.


                                       9

<PAGE>


     15. Debenture a General Unsecured Obligation of the Company.

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

     16. Enforceability.

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

     17. Entire Agreement.
 
     This Debenture and Exhibit(s) attached hereto, the Securities Subscription
Agreement and the Exhibit(s) attached thereto and the Registration Rights
Agreement and the Exhibits attached thereto constitute the full and entire
understanding between the Company and the Holder with respect to the subject
matter hereof and thereof. Neither this Debenture nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the Company and the Holder.

     18. Governing Law.

     This Debenture shall be governed by and constituted in accordance with the
laws of the state of New York without giving effect to applicable principles of
conflict of law.

     19. Headings.
         
     Headings in this Debenture are for convenience only, and shall not be used
in the construction of this Debenture,

     IN WITNESS WHEREOF, the company has caused this instrument to be duly
executed by an officer thereunto duly authorized, all as of the date first
hereinabove written.

                                      BIOFARM, INC.

                                      By: /s/ Keith D. Beekmeyer
                                          -------------------------------------
                                          Keith D. Beekmeyer, Chairman & C.E.O.


                                       10

<PAGE>


                                    EXHIBIT 1

                              NOTICE OF CONVERSION

   (To Be Executed by the Registered Holder in Order to Convert the Debenture)

     The Undersigned hereby irrevocably elects to convert $________ of the
Series A-1 Six Percent (6%) Convertible Debenture Due ___________2000, No.
_____, into shares of Common Stock of Biofarm, Inc. (the "Company"), according
to the terms and conditions set forth in such Debenture, as of the date written
below.

     The Undersigned represents that it, as of this date, is an "accredited
investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated
by the Securities and Exchange Commission under the 1933 Act.

     The Undersigned also represents that the Conversion Shares are being
acquired for the Holder's own account and not as a nominee for any other party,
for investment purposes and not with a view toward distribution or resale. The
Undersigned acknowledges that the Conversion Shares shall if and only if
required by law contain the legends contained on page 1 of the Debenture.

Date of Conversion:*_______________________________________________________

Applicable Conversion Price: ______________________________________________

Holder (Print True Legal Name): ___________________________________________

(Signature of Duly Authorized Representative of Holder)

Address of Holder: ____________________________________

                   ____________________________________

                   ____________________________________


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


<PAGE>


                            [SIGNATURE PAGE FOLLOWS]

  [SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT DATED _____________, 1998]

         Company:

                BIOFARM, INC., 2nd Floor, Salisbury House, 31 Finsbury Circus,
                London, EC2M 5QQ.

                BY: /s/ Keith D. Beekmeyer
                        ----------------------------------
                        Keith D. Beekmeyer, Chairman & CEO

         Buyer:

                BALMERINO LIMITED, 27 Irish Town, Gibraltar.

                SIGNED BY: /s/ Illegible
                           --------------------------------