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                                                                   Exhibit 10.11



                           DEBT CONVERSION AGREEMENT



THIS AGREEMENT dated as of March 18, 1999, is entered into among Genesis 
Partners, Inc., a Florida corporation ("Genesis"), Peachtree FiberOptics, 
Inc., a Delaware corporation ("Company"), and Leonard J. Sokolow ("Sokolow"), 
an individual.


         WHEREAS, the managing agent fees totaling $775,000 ("Debt") as of 
December 31, 1998 are due and payable by the Company to Genesis and Sokolow 
pursuant to the Management Agreement dated October 27, 1993, between Genesis 
Partners, Inc. and the Company, as amended by the Addendums to the Management 
Agreement dated February 28, 1994, October 26, 1995, March 1, 1996 and October 
1, 1998, among Genesis Partners, Inc., the Company and Sokolow (collectively, 
the "Management Agreement") which expires on October 26, 1999;

         WHEREAS, the Debt plus any and all reimbursable expenses, 
reimbursement for overhead or office/administrative facilities or any and all 
other claims Genesis or Sokolow may have against the Company (collectively, 
"Administrative Debt") have never been paid to Genesis/Sokolow;

         WHEREAS, it is in the best interest of the Company to eliminate such 
outstanding Debt and Administration Debt to Genesis without requiring any cash 
consideration and in order for the Company to attract any potential capital or 
merger/acquisition candidates; and 

         WHEREAS, Genesis and Sokolow agree that Genesis shall convert to 
common stock of the Company the Debt as provided in this Agreement.

         NOW THEREFORE, in consideration of the mutual promises set forth 
herein, the parties agree as follows:

1. The Company hereby agrees to allow Genesis to convert $.011273398 of Debt for
   one share of common stock of the Company ("Conversion Ratio") up to a maximum
   of $775,000 in Debt resulting in a maximum of 68,745,910 common shares of the
   Company to be issued to Genesis upon full conversion of such $775,000 in
   Debt.

2. Genesis shall be permitted to convert the Debt in whole or part. However, 
   immediately preceding a merger, acquisition or financing by or of the Company
   ("Reorganization Event"), such Debt not yet converted shall be automatically
   converted ("Full Conversion") in its entirety pursuant to the Conversion
   Ratio.

3. Sokolow and Genesis agree to forgive, release and forever discharge the 
   Company for any and all Administrative Debt the Company has incurred or may
   incur to Sokolow and/or Genesis. Immediately preceding a Reorganization Event
   and after the Full Conversion, Sokolow and Genesis agree to cancel the
   Management Agreement and forever forgive, release and forever discharge the
   Company from any and all obligations or fees which may be due under such
   Management Agreement.

4. Genesis hereby agrees to convert $75,000 of the Debt pursuant to the 
   Conversion Ratio into 6,652,830 shares of the Company's common stock. The
   Company shall instruct its transfer agent to issue such common shares to
   Genesis immediately. 

5. In case the Company shall declare any dividend or other distribution upon 
   its outstanding stock payable in stock or shall subdivide its outstanding
   shares of stock into a greater number of shares, then the number of shares
   that may thereafter be acquired upon the conversion of the rights represented
   hereby shall be increased in proportion to the increase through such
   dividend, distribution or subdivision.

6. In case of any (i) reclassification reorganization, stock split or other 
   change of outstanding stock of the Company, or (ii) consolidation or merger
   of the Company with or into another corporation (other than a consolidation
   or merger in which the Company is the continuing corporation and that does
   not result in any reclassification, capital reorganization or other change of
   the shares issuable upon conversion, then and in such event the Conversion
   Ratio shall be deemed to be appropriately adjusted, and the Company shall
   cause effective provision to be made, so that the Genesis shall have the
   right thereafter, upon conversion of the Debt, to purchase the kind and    
   amount of shares of stock and other securities and property, if any,
   receivable upon such reclassification, capital reorganization or other
   change, consolidation, merger, sale or conveyance that Genesis would have
   received had the Debt been converted in its entirety immediately prior to
   such event.
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7. The Company shall at all times reserve for issuance and/or delivery such 
   number of common shares as shall be required for issuance or delivery on
   conversion of such Debt. In the event, there is not a sufficient amount of
   shares available, then the Company shall use its best efforts to resolve such
   short fall including the authorization of additional common stock or
   effectuating a reverse stock split.

8. Any controversy or claim arising out of, or relating to, this Agreement, to 
   the making, performance, or interpretation of it shall be settled by
   arbitration in Miami, Florida, or as otherwise mutually agreed upon by the
   parties, under the commercial arbitration rules of the American Arbitration
   Association then existing, and any judgment on the arbitration award may be
   entered in any court having jurisdiction over the subject matter of the
   controversy. If any legal action or any arbitration or other proceeding is
   brought for the enforcement of this Agreement or because of an alleged
   dispute, breach, default or misrepresentation in connection with any of the
   provisions of this Agreement, the successful or prevailing party or parties
   shall be entitled to recover reasonable attorney's fees and other costs
   incurred in that action or proceeding, in addition to any other relief to
   which it or they may be entitled.

9. This Agreement shall be governed by and construed in accordance with the laws
   of the State of Florida, without reference to the choice of law principles
   thereof, as to all matters, including matters of validity, construction,
   effect, performance and remedies.

         IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date and year first above written.




                                             PEACHTREE FIBEROPTICS, INC.



                                             By:
                                                --------------------------------
                                                Authorized Representative


                                             GENESIS PARTNERS, INC.


                                             By:
                                                --------------------------------
                                                Leonard J. Sokolow
                                                President/CEO



                                             By: 
                                                --------------------------------
                                                Leonard J. Sokolow,
                                                Individually