<PAGE>
                                                                    EXHIBIT 10.3


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE
DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS
OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND
REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED. ANY
UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



No. 1                                                                 $1,580,000

                            6% CONVERTIBLE DEBENTURE
                                       of

         Metropolitan Health Networks, Inc., a Florida corporation (together
with its successors, the "Company"), for value received hereby promises to pay
to:

                      GCA STRATEGIC INVESTMENT FUND LIMITED

(the "Holder") and registered assigns, the principal sum of One Million Five
Hundred Eighty Thousand ($1,580,000) or, if less, the principal amount of this
Debenture then outstanding, on the Maturity Date by wire transfer of immediately
available funds to the Holder in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, which shall begin to accrue on
the date of this Debenture, quarterly in arrears, on (i) the last day of March,
June, September and December of each year until the Maturity Date, commencing
June 30, 2002 (unless such day is not a Business Day, in which event on the next
succeeding Business Day) (each an "Interest Payment Date"), (ii) the Maturity
Date, (iii) each Conversion Date, as hereafter defined, and (iv) the date the
principal amount of the Convertible Debentures shall be declared to be or shall
automatically become due and payable, on the principal sum hereof outstanding in
like coin or currency, at the rates per annum set forth below, from the most
recent Interest Payment Date to which interest has been paid on this


<PAGE>

Convertible Debenture, or if no interest has been paid on this Convertible
Debenture, from the date of this Convertible Debenture until payment in full of
the principal sum hereof has been made. The Maturity Date is May 24, 2004.

         The interest rate shall be six percent (6%) per annum (the "Interest
Rate") or, if less, the maximum rate permitted by applicable law. Past due
amounts (including interest, to the extent permitted by law) will also accrue
interest at the Interest Rate plus 7% per annum or, if less, the maximum rate
permitted by applicable law, and will be payable on demand ("Default Interest").
Interest on this Convertible Debenture will be calculated on the basis of a
360-day year of twelve 30 day months. All payments of principal and interest
hereunder shall be made for the benefit of the Holder pursuant to the terms of
the Agreement (hereafter defined). At the option of the Company, interest may be
paid in cash or in shares of Common Stock. If the Company determines to pay
interest in shares of Common Stock, it shall be required to notify the Holder of
such election on the Closing Date. On each Conversion Date, interest shall be
paid in shares of Common Stock on the portion of the principal balance of the
Convertible Debenture then being converted. The number of shares of Common Stock
issued as interest shall be determined by dividing the dollar amount of interest
due on the applicable Interest Payment Date by the Conversion Price then in
effect.

         This Convertible Debenture (this "Convertible Debenture") is one of a
duly authorized issuance of $1,580,000 aggregate principal amount of Convertible
Debentures of the Company referred to in that certain Securities Purchase
Agreement dated as of the date hereof between the Company and the Purchaser
named therein (the "Agreement"). The Agreement contains certain additional
agreements among the parties with respect to the terms of this Convertible
Debenture, including, without limitation, provisions which (A) limit the
conversion rights of the Holder, (B) specify voluntary and mandatory repayment,
prepayment and redemption rights and obligations and (C) specify Events of
Default following which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of this Convertible
Debenture and are incorporated herein by reference. This Convertible Debenture
is transferable and assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.

         The Company shall keep a register (the "Register") in which shall be
entered the names and addresses of the registered holder of this Convertible
Debenture and particulars of this Convertible Debenture held by such holder and
of all transfers of this Convertible Debenture. References to the "Holder" or
"Holders" shall mean the Person listed in the Register as registered holder of
such Convertible Debentures. The ownership of this Convertible Debenture shall
be proven by the Register.

1.       CERTAIN TERMS DEFINED. All terms defined in the Agreement and not
otherwise defined herein shall have for purposes hereof the meanings provided
for in the Agreement.

2.       COVENANTS. The Company covenants and agrees to observe and perform each
of its covenants, obligations and undertakings contained in the Agreement, which
obligations and undertakings are expressly assumed herein by the Company and
made for the benefit of the holder hereof.


                                       4
<PAGE>

3.       RESERVED.

4.       CONVERSION.

         4.1      CONVERSION OF CONVERTIBLE DEBENTURE. Subject to Section 5
         hereof, the Holder shall have the right, at its option, at any time
         from and after the date of issuance of this Convertible Debenture,
         convert the principal amount of this Convertible Debenture, or any
         portion of such principal amount, into that number of fully paid and
         nonassessable shares of Common Stock (as such shares shall then be
         constituted) determined pursuant to this Section 4.1. The number of
         shares of Common Stock to be issued upon each conversion of this
         Convertible Debenture shall be determined by dividing the Conversion
         Amount (as defined below) by the Conversion Price in effect on the date
         (the "Conversion Date") a Notice of Conversion is delivered to the
         Company, as applicable, by the Holder by facsimile or other reasonable
         means of communication dispatched prior to 4:00 p.m., E.S.T. The term
         "Conversion Amount" means, with respect to any conversion of this
         Convertible Debenture, the sum of (1) the principal amount of this
         Convertible Debenture to be converted in such conversion plus (2)
         accrued and unpaid interest, if any, on such principal amount at the
         interest rates provided in this Convertible Debenture to the Conversion
         Date plus (3) Default Interest, if any, on the interest referred to in
         the immediately preceding clause (2) plus (4) at the Holder's option,
         any amounts owed to the Holder pursuant to Section 4.3 hereof, Section
         10.1 of the Agreement or Section 10.4 of the Agreement.

         4.2      CONVERSION PRICE AND LIMITATION. At the option of the Holder,
         any portion or all of the outstanding principal amount of this
         Convertible Debenture shall be converted into a number of shares of
         Common Stock at the conversion price (the "Conversion Price") equal to
         the lesser of (i)75% of the average of the volume weighted average
         sales price of the Common Stock as reported by Bloomberg L.P. for the
         five Trading Days immediately preceding, but not including, May 3,
         2002, or $0.46, (the "Fixed Conversion Price") and (ii) 75% of the
         volume weighted average sales prices as reported by Bloomberg L.P. on
         the Trading Day immediately preceding the Closing Date or $0.43 (the
         "Formula Conversion Price").

         4.2A     EVENT OF DEFAULT CONVERSION PRICE. Notwithstanding the
         foregoing in Section 4.2, upon the occurrence of an Event of Default
         (as defined in the Agreement) and for so long as any Convertible
         Debenture remains outstanding the Conversion Price shall be equal to
         the lesser of (i) the Fixed Conversion Price and (ii) 75% of the
         average of the volume weighted average sales prices of the Common
         Stock, as reported on Bloomberg, L.P., for the five Trading Days
         immediately preceding the date of the any Notice of Conversion
         submitted by Holder following an Event of Default.

4.3      AUTHORIZED SHARES.


                                       5
<PAGE>

         (a)      Consistent with Section 7.11 of the Agreement, the Company (i)
         shall promptly irrevocably instruct the Company's transfer agent to
         issue certificates for the Common Stock issuable upon conversion of
         this Convertible Debenture and (ii) agrees that its issuance of this
         Convertible Debenture shall constitute full authority to its officers
         and agents who are charged with the duty of executing stock
         certificates to execute and issue the necessary certificates for shares
         of Common Stock in accordance with the terms and conditions of this
         Convertible Debenture.

         (b)      If at any time a Holder of this Convertible Debenture submits
         a Notice of Conversion (x) the Company does not have sufficient
         authorized but unissued shares of Common Stock available to effect such
         conversion in full in accordance with the provisions of this Article 4
         or (y) the Company is prohibited by the applicable rules of the OTC
         Bulletin Board or the National Market on which the Common Shares are
         listed and traded at that time to effect such conversion in full as
         provided in subsection (d) below, without stockholder approval (each, a
         "Conversion Default"), the Company shall issue to the Holder all of the
         shares of Common Stock which are then available to effect such
         conversion. The portion of this Convertible Debenture which the Holder
         included in its Conversion Notice and which exceeds the amount which is
         then convertible into available shares of Common Stock (the "Excess
         Amount") shall, notwithstanding anything to the contrary contained
         herein, not be convertible into Common Stock in accordance with the
         terms hereof until (and at the Holder's option at any time after) the
         date additional shares of Common Stock are authorized by the Company,
         or its stockholders, as applicable, at which time the Conversion Price
         in respect thereof shall be the lower of (i) the Conversion Price on
         the Conversion Default Date (as defined below) and (ii) the Conversion
         Price on the Conversion Date thereafter elected by the Holder in
         respect thereof. The Company shall pay to the Holder payments pursuant
         to Section 10.1(b) of the Agreement ("Conversion Default Payments")
         until the Conversion Default is cured. The Company shall use its best
         efforts to authorize, or cause its stockholders to authorize within 90
         days of the occurrence of a Conversion Default, as applicable, a
         sufficient number of shares of Common Stock as soon as practicable
         following the earlier of (i) such time that the Holder notifies the
         Company or that the Company otherwise becomes aware that there are or
         likely will be insufficient shares to allow full conversion thereof and
         (ii) a Conversion Default. The Company shall send notice to the Holder
         of the authorization of additional shares of Common Stock, the
         Authorization Date and the amount of Holder's accrued Conversion
         Default Payments. The accrued Conversion Default Payments for each
         calendar month shall be paid in cash or shall be convertible into
         Common Stock (at such time as there are sufficient authorized shares of
         Common Stock) at the Market Price, at the Holder's option, as follows:

(1)      In the event the Holder elects to take such payment in cash, cash
payment shall be made to Holder by the fifth Business Day of the month following
the month in which it has accrued; and

(2)      In the event the Holder elects to take such payment in Common Stock,
the Holder may convert such payment amount into Common Stock at the


                                       6
<PAGE>

Conversion Price (as in effect at the time of conversion) at any time after the
fifth Business Day of the month following the month in which it has accrued (at
such time as there are sufficient authorized shares of Common Stock) in
accordance with the terms of this Article 4.

         (c)      The Holder's election pursuant to this Section 4.3 shall be
         made in writing to the Company at any time prior to 4:00 p.m., E.S.T.,
         on the third Business Day of the month following the month in which
         Conversion Default payments have accrued. If no election is made, the
         Holder shall be deemed to have elected to receive cash. Nothing herein
         shall limit the Holders right to pursue actual damages (to the extent
         in excess of the Conversion Default Payments) due to the Company's
         failure to maintain a sufficient number of authorized shares of Common
         Stock.

4.4      METHOD OF CONVERSION.

         (a)      Notwithstanding anything to the contrary set forth herein,
         upon conversion of this Convertible Debenture in accordance with the
         terms hereof, the Holder shall not be required to physically surrender
         this Convertible Debenture to the Company unless the entire unpaid
         principal amount of this Convertible Debenture is so converted. Rather,
         records showing the principal amount converted (or otherwise repaid)
         and the date of such conversion or repayment shall be maintained on a
         ledger substantially in the form of Annex A attached hereto (a copy of
         which shall be delivered to the Company or transfer agent with each
         Notice of Conversion). It is specifically contemplated that the Holder
         hereof shall act as the calculation agent for conversions and
         repayments. In the event of any dispute or discrepancies, such records
         maintained by the Holder shall be controlling and determinative in the
         absence of manifest error or failure of Holder to record the principal
         amount converted (or otherwise repaid) from time to time, in which
         events the record of the Company shall be controlling and
         determinative. The Holder and any assignee, by acceptance of this
         Convertible Debenture, acknowledge and agree that, by reason of the
         provisions of this paragraph, following a conversion of a portion of
         this Convertible Debenture, the principal amount represented by this
         Convertible Debenture will be the amount indicated on Annex A attached
         hereto (which may be less than the amount stated on the face hereof).

         (b)      The Company shall not be required to pay any tax which may be
         payable in respect of any transfer involved in the issuance and
         delivery of shares of Common Stock or other securities or property on
         conversion of this Convertible Debenture in a name other than that of
         the Holder (or in street name), and the Company shall not be required
         to issue or deliver any such shares or other securities or property
         unless and until the person or persons (other than the Holder or the
         custodian in whose street name such shares are to be held for the
         Holder's account) requesting the issuance thereof shall have paid to
         the Company the amount of any such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.


                                       7
<PAGE>

         (c)      Subject to Section 5 hereof, upon receipt by the Company of a
         Notice of Conversion, the Holder shall be deemed to be the holder of
         record of the Common Stock issuable upon such conversion, the
         outstanding principal amount and the amount of accrued and unpaid
         interest on this Convertible Debenture shall be deemed reduced to
         reflect such conversion, and, unless the Company defaults on its
         obligations under this Article 4, all rights with respect to the
         portion of this Convertible Debenture being so converted shall
         forthwith terminate except the right to receive the Common Stock or
         other securities, cash or other assets, as herein provided, on such
         conversion. Subject to Section 5 hereof, if the Holder shall have given
         a Notice of Conversion as provided herein, the Company's obligation to
         issue and deliver the certificates for shares of Common Stock shall be
         absolute and unconditional, irrespective of the absence of any action
         by the Holder to enforce the same, any waiver or consent with respect
         to any provisions thereof, the recovery of any judgment against any
         person or any action by the Holder to enforce the same, any failure or
         delay in the enforcement of any other obligation of the Company to the
         Holder of record, or any setoff, counterclaim, recoupment, limitation
         or termination, or any breach or alleged breach by the Holder of any
         obligation to the Company, and subject to Section 4.4(a) irrespective
         of any other circumstance which might otherwise limit such obligation
         of the Company to the Holder in connection with such conversion. The
         date of receipt (including receipt via telecopy) of such Notice of
         Conversion shall be the Conversion Date so long as it is received
         before 4:00 p.m., E.S.T., on such date.

         (d)      Notwithstanding the foregoing, if a Holder has not received
         certificates for all shares of Common Stock prior to the expiration of
         the Deadline with respect to a conversion of any portion of this
         Convertible Debenture for any reason, then (unless the Holder otherwise
         elects to retain its status as a holder of Common Stock by so notifying
         the Company), the Holder shall regain the rights of a Holder of this
         Convertible Debenture with respect to such unconverted portions of this
         Convertible Debenture and the Company shall, as soon as practicable,
         return such unconverted Convertible Debenture to the holder or, if the
         Convertible Debenture has not been surrendered, adjust its records to
         reflect that such portion of this Convertible Debenture not been
         converted. In all cases, the Holder shall retain all of its rights and
         remedies (including, without limitation, (i) the right to receive
         Conversion Default Payments to the extent required thereby for such
         Conversion Default and any subsequent Conversion Default and (ii) the
         right to have the Conversion Price with respect to subsequent
         conversions determined in accordance with Section 4.3 for the Company's
         failure to convert this Convertible Debenture.

         (e)      In lieu of delivering physical certificates representing the
         Common Stock issuable upon conversion, provided the Company's transfer
         agent is participating in the Depository Trust Company ("DTC") Fast
         Automated Securities Transfer program, upon request of the Holder and
         its compliance with the provisions contained in Section 4.1 and in this
         Section 4.4, the Company shall use its best efforts to cause its
         transfer agent to electronically transmit the Common Stock issuable
         upon conversion to the Holder by crediting the account of Holder's
         Prime Broker with DTC through its Deposit Withdrawal Agent Commission
         System.


                                       8
<PAGE>

         4.5      MANDATORY CONVERSION. In the event the volume weighted average
         sales price for the Common Stock, as reported by Bloomberg L.P., is
         equal to or greater than $1.50 for 60 consecutive Trading Days at any
         time following the Closing Date, Holder shall be required to convert
         this Convertible Debenture at the then applicable Conversion Price;
         provided, however, this provision shall be void if at the time Holder
         is required to convert this Convertible Debenture, the Registration
         Statement is not effective with the Commission.

5.       REDEMPTION.

         5.1      REQUIRED REDEMPTION. In accordance with the provisions of the
         Purchase Agreement and this Convertible Debenture, the Company may
         elect or be required under certain circumstances, to redeem in whole or
         in part, the remaining unpaid principal amount of this Convertible
         Debenture, for cash at a redemption price (the "Redemption Price")
         equal to (x) the number of shares of Common Stock into which this
         Convertible Debenture is then convertible, times (y) the average
         Closing Bid Price of Common Stock for the five (5) Trading Days as
         reported by Bloomberg L.P. immediately preceding the date that this
         Convertible Debenture is called for redemption, plus accrued and unpaid
         interest.

         5.2      MECHANICS OF REDEMPTION. The Company shall effect each such
         redemption within 10 business days of giving notice of its election to
         redeem by facsimile with a copy by either overnight or 2-day courier to
         the Holder of this Convertible Debenture to be redeemed at the address
         and facsimile number of such Holder appearing in the Company's register
         for the Convertible Debentures. Such redemption notice shall indicate
         whether the Company will redeem all or part of such portion of the
         Convertible Debenture to be redeemed and the applicable Redemption
         Price. The Company shall not be entitled to send any notice of
         redemption and begin the redemption procedure unless it has (i) the
         full amount of the Redemption Price, in cash, available in a demand or
         other immediately available account in a bank or similar financial
         institution or (ii) immediately available credit facilities, in the
         full amount of the Redemption Price, with a bank or similar financial
         institution on the date the redemption notice is sent to the Holders of
         this Convertible Debenture. Provided, however, the Company will process
         any Notice of Conversion received prior to the issuance of a notice of
         redemption; and further provided that, after a notice of redemption has
         been issued, the Holder may issue a Notice of Conversion which will not
         be honored unless the Company fails to make the redemption payment when
         due. In the event of such failure, the Notice of Conversion will be
         honored as of the date of the Notice of Conversion. Additionally, if
         the Company fails to make full payments of the Redemption Price of this
         Convertible Debenture being redeemed by the tenth day following the
         notice or redemption, then the Company waives its right to redeem any
         of the remaining then outstanding Debentures, unless approved by the
         Holder.


                                       9
<PAGE>

         5.3      PAYMENT OF REDEMPTION PRICE. The Redemption Price shall be
         paid to the Holder of this Convertible Debenture within 10 business
         days of the delivery of the notice of such redemption to such Holder.

6.       HOLDER'S RIGHT TO ADVANCE NOTICE OF ELECTION REDEEM.

         6.1      HOLDER'S RIGHT TO ELECT TO RECEIVE NOTICE OF CASH REDEMPTION
         BY COMPANY. The Holder of this Convertible Debenture shall have the
         right to require Company to provide advance notice stating whether the
         Company will elect to redeem all or part of the Convertible Debenture
         in cash, pursuant to the Company's redemption rights discussed in
         Section 5.1 above.

         6.2      MECHANICS OF HOLDER'S ELECTION NOTICE. Holder shall give
         notice to the Company by facsimile (the "Election Notice"), requiring
         that the Company disclose whether the Company would elect to redeem the
         redeemable portion of this Convertible Debenture (in whole or in part)
         if the Holder were to provide a Notice of Conversion and sought to
         convert the Convertible Debenture in such principal amount as is
         specified in the Notice of Election.

         6.3      COMPANY'S RESPONSE. Company must respond, disclosing its
         election, within two (2) business days of receipt of Holder's Election
         Notice via facsimile. If Company does not respond to Holder within two
         (2) business days (by 12:00 noon, if required above) via facsimile,
         Company shall be deemed to have forfeited its right to exercise
         redemption pursuant to Section 5(a) upon its receipt of (but only with
         respect to) that Notice of Conversion.

7.       MISCELLANEOUS. This Convertible Debenture shall be deemed to be a
contract made under the laws of the State of Florida, and for all purposes shall
be governed by and construed in accordance with the laws of said State. The
parties hereto, including all guarantors or endorsers, hereby waive presentment,
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Convertible Debenture,
except as specifically provided herein, and asset to extensions of the time of
payment, or forbearance or other indulgence without notice. The Company hereby
submits to the exclusive jurisdiction of the United States District Court for
Florida and of any state court sitting in Palm Beach County, Florida for
purposes of all legal proceedings arising out of or relating to this Convertible
Debenture. The Company irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
The Company hereby irrevocably waives any and all right to trial by jury in any
legal proceeding arising out of or relating to this Convertible Debenture.

         The Holder of this Convertible Debenture by acceptance of this
Convertible Debenture agrees to be bound by the provisions of this Convertible
Debenture which are expressly binding on such Holder.


                                       10
<PAGE>

                             SIGNATURE PAGE FOLLOWS


                                       11
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

         Dated: May ___, 2002



                                      METROPOLITAN HEALTH NETWORKS, INC.


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


                                       12
<PAGE>

                                     ANNEX A

                         CONVERSION AND REPAYMENT LEDGER


<PAGE>

<TABLE>
<CAPTION>

                                 INTEREST CONVERTED  PRINCIPAL CONVERTED
DATE        PRINCIPAL BALANCE    OR PAID             OR PAID               NEW PRINCIPAL BALANCE   ISSUER INITIALS   HOLDER INITIALS
<S>         <C>                  <C>                 <C>                   <C>                     <C>               <C>
------------------------------------------------------------------------------------------------------------------------------------

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</TABLE>


<PAGE>

FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:

NAME:

ADDRESS:

TEL NO:

FAX NO:

CONTACT
NAME:

DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):

NAME:

ADDRESS:

TEL NO:

FAX NO:

CONTACT
NAME:

SPECIAL INSTRUCTIONS:
                     -----------------------------------------------------------

--------------------------------------------------------------------------------


<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder

                 in order to Convert the Convertible Debenture)

         The undersigned hereby irrevocably elects to convert $________ of the
principal balance of the Convertible Debenture into shares of Common Stock, ____
par value per share (the "Common Stock"), of Metropolitan Health Networks, Inc.
(the "Company") according to the conditions hereof, as of the date written
below. No fee will be charged to the Holder for any conversion, except for
transfer taxes, if any. The undersigned, as contemplated by Section 5.1 of the
Securities Purchase Agreement pursuant to which the Convertible Debenture was
issued, hereby states that the representations and warranties of the undersigned
set forth therein are true and correct in all material respects as of the date
hereof (provided, the undersigned makes no representations concerning its
investment intent with respect to the Common Stock received upon this
conversion).

Conversion calculations:

                                            ------------------------------------
                                            Date of Conversion

                                            ------------------------------------
                                            Applicable Conversion Price

                                            ------------------------------------
                                            Number of Shares

                                            ------------------------------------
                                            Name/Signature

                                            Address:
                                            ------------------------------------

                                            ------------------------------------