EXHIBIT 4.37


     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE
     SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
     OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
     ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
     TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

                           ISSUANCE DATE: June 6, 2002

No. 2-2                                                                  $41,666

                                 FIBERCORE, INC.

                      5% CONVERTIBLE SUBORDINATED DEBENTURE

              DUE ON THE SECOND ANNIVERSARY OF THE DATE OF ISSUANCE

     THIS DEBENTURE is one of a series of duly authorized and issued debentures
of FiberCore, Inc., a Nevada corporation, having a principal place of business
at 253 Worcester Road, Charlton, Massachusetts 01507 (the "Company"), designated
as its 5% Convertible Subordinated Debentures (the "Debentures" and this
debenture, this "Debenture"), issued pursuant to the Convertible Subordinated
Debentures and Warrants Purchase Agreement, as amended from time to time,
originally dated January 15, 2002 among the Company and the investors signatory
thereto (the "Purchase Agreement"). CAPITALIZED TERMS NOT DEFINED IN SECTION 19
OR ELSEWHERE IN THIS DEBENTURE SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE
PURCHASE AGREEMENT.

FOR VALUE RECEIVED, the Company promises to pay to FOREVERGREEN PARTNERS, or its
registered assigns (the "Holder"), the principal sum of FORTY-ONE THOUSAND SIX
HUNDRED SIXTY-SIX DOLLARS ($41,666), or such lesser amount reflecting the
principal balance then-outstanding, on the second anniversary of the issuance
hereof or such earlier date as this Debenture is required or permitted to be

<PAGE>

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 at the rate of 5% per annum, payable semi-annually, in cash or
shares of Common Stock as set forth herein. On each conversion of this
Debenture, the Company and the Holder shall agree in writing as to the
unconverted principal amount then-outstanding following each such conversion.
Subject to the terms and conditions herein, the decision whether to pay interest
hereunder in registered shares of Common Stock or cash shall be at the
discretion of the Company. Semi-annual interest payments shall be due and
payable on January 15 and July 15 of each year, commencing with January 15,
2003. Not less than 10 Trading Days preceding the month in which a semi-annual
interest payment is due, the Company shall provide the Holder with written
notice of its election to pay interest payments due hereunder either in cash or
registered shares of Common Stock (the Company may indicate in such notice that
the election contained in such notice shall continue for later periods until
revised). Failure to timely provide such written notice shall be deemed an
election by the Company to pay interest in cash. Payment in shares shall be
based on the average of the VWAPs during the 5 Trading Days immediately prior to
the interest payment date and otherwise subject to conversions pursuant to
Section 4. Failure to timely provide such written notice shall be deemed an
election by the Company to pay interest in cash, except that, if the Company
shall not have delivered any cash due as payment of interest hereon by the third
Trading Day after the date such interest is due, the Holder may, by notice to
the Company, require the Company to issue shares of Common Stock in lieu of such
interest payment, except that for such purpose the conversion price applicable
thereto shall be the lesser of (A) the Mandatory Conversion Price on the
Conversion Date, and (B) the Mandatory Conversion Price on the date of the
Holder's demand. 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. 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"). All overdue accrued and unpaid interest to be paid in
cash 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)
(the "Late Fee") (to accrue daily, from the date such interest is due hereunder
through and including the date of payment), payable in cash.

     This Debenture is subject to the following additional provisions:

     Section 1. 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.

     Section 2. This Debenture has been issued subject to certain investment
representations of the original Holder set forth in the Purchase Agreement and
may be transferred or exchanged only in compliance with the Purchase Agreement
and the legend set forth on the face of this Debenture. 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

                                       2
<PAGE>

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.

     Section 3. 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 the principal of, or interest
          on, any Debentures, in the case of principal, as and when the
          principal shall become due and payable and in the case of interest, if
          such default remains uncured for 5 business days; or

               (ii) any of the representations or warranties made by the Company
          herein, in the Purchase Agreement, the Registration Rights Agreement,
          or in any agreement, certificate or financial statements heretofore or
          hereafter furnished by the Company in connection with the execution
          and delivery of this Debenture or the Purchase Agreement shall be
          false or misleading, in light of the circumstances when made, in any
          material respect at the time made; or

               (iii) the Company (a) fails to issue Conversion Shares to the
          Holder or to cause its Transfer Agent to issue Conversion Shares, or,
          if applicable, cash, upon proper exercise by the Holder of the
          conversion rights of the Holder in accordance with the terms of this
          Debenture, (b) fails to transfer or to cause its Transfer Agent to
          transfer any certificate for Conversion Shares issued to the Holder as
          and when required by this Debenture or the Registration Rights
          Agreement, and such transfer is otherwise lawful, or (c) fails to
          remove any restrictive legend or to cause its Transfer Agent to
          transfer any certificate or any Conversion Shares issued to the Holder
          as and when required by this Debenture, the Purchase Agreement or the
          Registration Rights Agreement and such legend removal is otherwise
          lawful, and any such failure described in subclauses (a), (b) or (c)
          shall continue uncured for 7 business days; or

               (iv) 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 the Purchase Agreement,
          the Registration Rights Agreement or this Debenture including but not
          limited to the payments of interest (other than semi-annual interest
          payments), liquidated damages and Late Fees, provided the Holder has
          provided the Company notice and an opportunity to cure within 10
          Trading Days of any such event of default under this Section 3(a)(iv);
          or

                                       3
<PAGE>

               (v) any governmental agencies 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 such action shall not be
          dismissed within 60 days thereafter; or

               (vi) any money judgment, writ or warrant of attachment, or
          similar process in excess of $100,000 in the aggregate shall be
          entered or filed against the Company or any of its properties or other
          assets and shall remain unpaid, unvacated, unbonded or unstayed for a
          period of 60 days or in any event later than 5 days prior to the date
          of any proposed sale thereunder; or

               (vii) the Registration Statement is not declared effective by the
          SEC within 120 days from the Closing at which this Debenture was
          issued; or

               (viii) the Company or any of its respective subsidiaries shall
          commence, a case under any applicable bankruptcy or insolvency laws as
          now or hereafter in effect or any successor thereto, or the Company or
          any of its respective subsidiaries 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 of its respective subsidiaries or there is commenced
          against the Company or any of its respective subsidiaries any such
          bankruptcy, insolvency or other proceeding which remains undismissed
          for a period of 60 days; or the Company or any of its respective
          subsidiaries is adjudicated insolvent or bankrupt; or any order of
          relief or other order approving any such case or proceeding is
          entered; or the Company or any of its respective subsidiaries 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 the Company or any of its subsidiaries makes a
          general assignment for the benefit of creditors; or the Company or any
          of its subsidiaries 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 the Company or any of its subsidiaries shall call a
          meeting of its creditors with a view to arranging a composition,
          adjustment or restructuring of its debts in contemplation of filing a
          prepackaged plan of reorganization under Chapter 11 of the United
          States Bankruptcy Code; or the Company or any of its subsidiaries
          shall by any act or failure to act expressly indicate its consent to,
          approval of or acquiescence in any of the foregoing; or any corporate
          or other action is taken by the Company or any of its subsidiaries for
          the purpose of effecting any of the foregoing; or

               (ix) the Company (or any subsidiary thereof if guaranteed by the
          Company) shall default (unless such default is the subject of a bona
          fide dispute and the Company has set aside adequate reserves) in any
          of its obligations under any other Debenture or any mortgage, credit
          agreement or other facility, indenture agreement, factoring agreement

                                       4
<PAGE>

          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 an aggregate of $400,000, unless
          waived, extended or cured within 10 business days, 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; or

               (x) the Common Stock shall be delisted from the Principal Market
          or suspended from trading on the Principal Market without resuming
          trading and/or being relisted or thereon or listed on another
          Principal Market or having such suspension lifted, in either case, for
          more than either 3 consecutive Trading Days or 5 Trading Days in the
          aggregate during any 12 month period (which need not be consecutive
          Trading Days); or

               (xi) the Company shall have suspended the Holder's conversion
          rights for more than four (4) Trading Days in the aggregate during any
          12 month period (provided, however, that this Event of Default shall
          not be deemed to grant the Company any right to any such suspensions);
          or

               (xii) if the effectiveness of the Registration Statement lapses
          for any reason or the Holder shall not be permitted to resell
          Registrable Securities (as defined in the Registration Rights
          Agreement) under the Registration Statement, in either case, for more
          than 30 Trading Days, in the aggregate, during any 12 month period.

          (b) During the time that any portion of this Debenture remains
     outstanding, if any Event of Default occurs and is continuing, unless such
     Event of Default shall have been waived in writing by the Holder (which
     waiver shall not be deemed to be a waiver of any subsequent default) at the
     option of the Holder and in the Holder's sole discretion, the Holder may
     consider this Debenture immediately due and payable in cash, without
     presentment, demand, protest or notice of any kind, all of which are hereby
     expressly waived, anything herein or in any note or other instruments
     contained to the contrary notwithstanding, and the Holder may immediately
     enforce any and all of the Holder's rights and remedies provided herein or
     any other rights or remedies afforded by law. The aggregate amount payable
     upon an Event of Default shall be equal to the Event of Default Amount.
     Interest shall accrue on the amount due hereunder from the seventh day
     after such amount is due (being the date of an Event of Default) through
     the date of redemption in full thereof at the rate of 18% per annum (or
     such lesser maximum amount that is permitted to be paid by applicable law),
     to accrue daily from the date such payment is due hereunder through and
     including the date of payment. All Debentures and Conversion Shares for
     which the full redemption price 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

                                       5
<PAGE>

     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. No such rescission or
     annulment shall affect any subsequent Event of Default or impair any right
     consequent thereon.

     Section 4. Conversion.

          (a) Conversion at Option of Holder.

               (i) At the option of the Holder, this Debenture shall be
          convertible into Conversion Shares, in whole or in part, at any time
          and from time to time, after the Original Issue Date (subject to the
          limitations on conversion set forth in Section 4). The number of
          Conversion Shares issuable hereunder shall be determined by dividing
          (1) the outstanding principal amount of this Debenture to be converted
          plus all accrued and unpaid interest on such Debenture by (2) $0.5593
          (subject to adjustments herein)(the "Set Price"), provided that if the
          Company has not elected to pay the accrued and unpaid interest on such
          Debenture in shares of Common Stock within the prescribed time period,
          then the number of shares shall be determined by dividing the
          outstanding principal amount of this Debenture to be converted by the
          Set Price; provided further, that notwithstanding any provision
          herein, the Company may elect to pay interest in cash in the event of
          a conversion pursuant to this Section 4.

               (ii) Notwithstanding anything to the contrary contained herein,
          if on any Conversion Date:

                    (A) the Common Stock is not listed or quoted on a Principal
               Market;

                    (B) the Company has failed to timely satisfy its conversion
               obligations hereunder with respect to Debentures submitted for
               conversion on such conversion date; or

                    (C) the issuance of such shares of Common Stock would result
               in a violation of Sections 4(d)(ii) herein.

               then, at the option of the Holder, the Company, in lieu of
          delivering Conversion Shares, shall deliver, within 4 Trading Days of
          each applicable Conversion Date, an amount in cash equal to the
          product of the number of Conversion Shares otherwise deliverable to
          the Holder in connection with such Conversion Date and the highest
          VWAP during the period commencing on the Conversion Date and ending on

                                       6
<PAGE>

          the Trading Day prior to the date such payment is made.

          (b) [Intentionally left Blank]

          (c) Conversion Procedure.

               (i) CONVERSION NOTICES. The Holder shall effect conversions by
          surrendering, if applicable, this Debenture (but only if the Holder is
          converting the entire outstanding principal amount of this Debenture),
          together with the form of conversion notice attached hereto (a
          "Conversion Notice") to the Company and the Company's transfer agent.
          Each Conversion Notice shall specify the principal amount of this
          Debenture to be converted, the applicable conversion price and the
          date on which such conversion is to be effected, which date may not be
          prior to the date such Conversion Notice is deemed to have been
          delivered hereunder (a "Conversion Date"). If the Holder is converting
          less than all of the principal amount represented by this Debenture,
          the Holder shall convert at least $100,000 in principal amount of this
          Debenture. The Holder shall not deliver to the Company more than 4
          Conversion Notices per calendar month, provided, however, in the event
          that (A) the Holder delivers a Conversion Notice which is otherwise
          not permitted hereunder, and (B) on or prior to 5 pm ET on the Trading
          Day following the date such notice is delivered, the Company fails to
          notify the Holder that it does not intend to honor such Conversion
          Notice pursuant to this provision, the Company shall be required to
          honor such Conversion Notice. If no Conversion Date is specified in a
          Conversion Notice, the Conversion Date shall be the date that such
          Conversion Notice is deemed delivered hereunder. Unless otherwise
          provided for by the terms hereunder, each Conversion Notice, once
          given, shall be irrevocable. If the Holder is converting less than all
          of the principal amount represented by this Debenture, it shall not be
          required to surrender this Debenture but may exercise its right to
          convert solely by the delivery of a Conversion Notice. If a conversion
          hereunder cannot be effected in full for any reason, the Company shall
          honor such conversion to the extent permissible hereunder. At anytime
          the Holder may elect, upon delivery of this Debenture to the Company,
          to receive a new Debenture for such principal amount as has not been
          converted.

               (ii) DELIVERY OF CONVERSION SHARES. Not later than 4 Trading Days
          after any Conversion Date, the Company will deliver to the Holder, at
          an address in the United States supplied by the Holder, (A) a
          certificate or certificates which shall be free of restrictive legends
          and trading restrictions (other than those permitted by the Purchase
          Agreement) representing the number of shares of Common Stock being
          acquired upon the conversion of this Debenture (subject to the
          limitations set forth in Section 4(d) hereof), (B) if applicable, a
          new Debenture in a principal amount equal to the principal amount of
          Debentures not converted (if the Holder elects to surrender this

                                       7
<PAGE>

          Debenture and a principal amount remains outstanding after
          conversion), and (C) a bank wire or a bank or certified check in the
          amount of accrued and unpaid interest (if the Company has timely
          elected or is required to pay accrued interest in cash). The Company
          shall, upon request of the Holder, if available, 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 CONVERSION SHARES IN A TIMELY MANNER. If
          the Company fails for any reason to deliver to the Holder such
          certificate or certificates by the 5th Trading Day after the
          Conversion Date in accordance with Section 4(c)(ii), including, (in
          the event that shares are to be delivered in certificated form) but
          not limited to, the obligation of the Company to deliver such shares
          without any restrictive legend, the Company shall pay to such Holder,
          in cash, as liquidated damages and not as a penalty, for each $5,000
          of principal amount being converted, $25 per Trading Day (increasing
          to $50 per Trading Day after 3 Trading Days and increasing to $100 per
          Trading Day 6 Trading Days after such damages begin to accrue) after
          such 5th Trading Day until such certificates are delivered; provided,
          however, in the event the Holder elects to rescind a conversion
          notice, liquidated damages shall accrue only up to the date of such
          rescission notice but not thereafter with respect to such rescinded
          conversion. If in the case of any Conversion Notice such certificate
          or certificates are not delivered to or as directed by the applicable
          Holder by the 5th 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. Nothing herein shall limit a
          Holder's right to pursue actual damages or declare an Event of Default
          pursuant to Section 3 herein for the Company's failure to deliver
          certificates representing shares of Common Stock upon conversion
          within the period specified herein and such Holder shall have the
          right to pursue all remedies available to it at law or in equity
          including, without limitation, a decree of specific performance and/or
          injunctive relief. 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. Further, if the Company shall
          not have delivered any cash due as payment of interest hereon by the
          fifth Trading Day after the Conversion Date, the Holder may, by notice
          to the Company, require the Company to issue shares of Common Stock
          pursuant to Section 4(a), except that for such purpose the conversion
          price applicable thereto shall be the lesser of (A) the lesser of the
          Set Price and the Mandatory Conversion Price on the Conversion Date
          and, (B) the lesser of the Set Price and the Mandatory Conversion
          Price on the date of the Holder's demand. Any such shares will be
          subject to the provision of this Section.

                                       8
<PAGE>

               (iv) BUY-IN. In addition to any other rights available to the
          Holder, (i) if the Holder sells the shares it has converted and the
          Holder has provided the Company evidence of such sale reasonably
          satisfactory to the Company (the "Sale"), and (ii) if the Company
          fails to deliver to the Holder such certificate or certificates by the
          5th Trading Day after the Conversion Date in accordance with Section
          4(c)(ii), and if after such 5th Trading Day the Holder purchases (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 per share price of the Common Stock pursuant to
          the Sale, and (B) at the option of the Holder, (x) deliver the
          Conversion Shares not yet delivered under the Conversion Notice and
          subject to this provision, or (y) reinstate the principal and interest
          of this Debenture subject to such Conversion Notice. 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
          this Debenture with respect to which the market price of the
          Conversion Shares on the date of conversion was a total of $10,000,
          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 and the basis for
          determining such amount. 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(c)(iii) in respect of the certificates resulting in
          such Buy-In.

          (d) Conversion Restrictions.

               (i) BENEFICIAL OWNERSHIP LIMITATION. Notwithstanding anything
          herein to the contrary, the Holder may not convert, and the Company
          may not cause the Holder to convert, this Debenture or receive shares
          of Common Stock as payment of interest hereunder to the extent such
          conversion or receipt of such interest payments would result in the
          Holder, together with any affiliate thereof, beneficially owning (as
          determined in accordance with Section 13(d) of the Exchange Act and
          the rules promulgated thereunder) in excess of 4.999% of the then
          issued and outstanding shares of Common Stock, including shares
          issuable upon conversion of, and payment of interest on, this
          Debenture or any other debenture of the Company held by such Holder
          after application of this Section. Since the Holder will not be
          obligated to report to the Company the number of shares of Common
          Stock it may hold at the time of a conversion hereunder, unless the

                                       9
<PAGE>

          conversion at issue would result in the issuance of shares of Common
          Stock in excess of 4.999% of the then outstanding shares of Common
          Stock without regard to any other shares which may be beneficially
          owned by the Holder or an affiliate thereof, the Holder shall have the
          authority and obligation to determine whether the restriction
          contained in this Section will limit any particular conversion
          hereunder and to the extent that the Holder determines that the
          limitation contained in this Section applies, the determination of
          which portion of the principal amount of this Debenture is convertible
          shall be the responsibility and obligation of the Holder. If the
          Holder has delivered a Conversion Notice for a principal amount of
          this Debenture that, without regard to any other shares that the
          Holder or its affiliates may beneficially own, would result in the
          issuance in excess of the permitted amount hereunder, the Company
          shall notify the Holder of this fact and shall honor the conversion
          for the maximum principal amount permitted to be converted on such
          Conversion Date in accordance with this Section. If this Debenture was
          not surrendered on the Conversion Date, the Company shall provide the
          Holder written notice of the amount actually converted. If the Holder
          surrendered this Debenture on the Conversion Date, the Company shall,
          at the option of the Holder, either retain any principal amount
          tendered for conversion in excess of the permitted amount hereunder
          for future conversions or return such excess principal amount to the
          Holder. The provisions of this Section may be waived by a Holder (but
          only as to itself and not to any other Holder) upon not less than 61
          days prior notice to the Company. Other Holders shall be unaffected by
          any such waiver.

               (ii) LIMITATION ON NUMBER OF SHARES ISSUABLE. Notwithstanding
          anything herein to the contrary, the Company shall not be required to
          issue to the Holder and any other holders of the Debentures, in the
          aggregate, in excess of the greater of (A) as of the date of the First
          Closing Date, 18.5% of the issued and outstanding shares of Common
          Stock at a price below the market price of the Common Stock on such
          date, and (B) the number of shares of Common Stock permitted to be
          issued pursuant to Nasdaq Rule 4350(i), as confirmed in writing by
          counsel to the Company, upon conversion of the Debentures (the
          "Maximum Aggregate Share Amount"), unless the Company first obtains
          shareholder approval permitting such issuances in accordance with
          Nasdaq rules. If the number of shares of Common Stock which would,
          notwithstanding the limitation set forth herein, be issuable and sold
          to the Holder equals or exceeds the Maximum Aggregate Share Amount,
          then, at any time thereafter, from time to time, at the sole election
          of the Holder, in whole or in part, the Company shall either: (i)
          honor the conversion of this Debenture by the Holder at the lowest
          possible conversion price which would permit such conversion without
          violating Nasdaq Rule 4350(i), provided, however, that such conversion
          price shall not be lower than the Set Price, and/or (ii) redeem the
          portion of this Debenture submitted to the Company, the conversion of
          which would exceed the Maximum Aggregate Share Amount, otherwise in
          accordance with Section 5(a).

                                       10
<PAGE>

               (iii) LIMITATION ON NUMBER OF SHARES ISSUABLE DURING ANY 60 DAY
          PERIOD. Notwithstanding anything herein to the contrary, during any
          rolling 60 consecutive calendar day period, the Company shall not be
          required to issue to the Holder a number of Conversion Shares during
          such period in the aggregate that exceeds 9.9% of the number of shares
          of Common Stock issued and outstanding on the date in question.

          (e) Anti-Dilution Provisions.

               (i) DIVIDENDS, STOCK SPLITS, ETC. If the Company, at any time
          while this Debenture is 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, (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 Set
          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.

               (ii) RIGHTS, OPTIONS, WARRANTS, ETC. If the Company, at any time
          while this Debenture is outstanding, shall issue rights, options or
          warrants to all holders of Common Stock (and not to holders of the
          Debentures) entitling them to subscribe for or purchase shares of
          Common Stock at a price per share less than the Set Price (the "Lower
          Price"), then the Set Price shall be multiplied by a fraction, of
          which the denominator shall be the number of shares of the Common
          Stock (excluding treasury shares, if any) outstanding on the date of
          issuance of such rights or warrants plus the number of additional
          shares of Common Stock offered for subscription or purchase, and of
          which the numerator shall be the number of shares of the Common Stock
          (excluding treasury shares, if any) outstanding on the date of
          issuance of such rights or warrants plus the number of shares which
          the aggregate offering price of the total number of shares so offered
          would purchase at the Set Price. Such adjustment shall be made
          whenever such rights, options or warrants are issued, and shall become
          effective immediately after the record date for the determination of
          stockholders entitled to receive such rights, options or warrants.
          However, upon the expiration of any such right, option or warrant to
          purchase shares of the Common Stock the issuance of which resulted in
          an adjustment in the Set Price pursuant to this Section, if any such
          right, option or warrant shall expire and shall not have been

                                       11
<PAGE>

          exercised, the Set Price shall immediately upon such expiration be
          recomputed and effective immediately upon such expiration be increased
          to the price which it would have been (but reflecting any other
          adjustments in the Set Price made pursuant to the provisions of this
          Section after the issuance of such rights or warrants) had the
          adjustment of the Set Price made upon the issuance of such rights,
          options or warrants been made on the basis of offering for
          subscription or purchase only that number of shares of the Common
          Stock actually purchased upon the exercise of such rights, options or
          warrants actually exercised.

               (iii) FUTURE ISSUANCES. If the Company or any subsidiary thereof,
          at any time while this Debenture is outstanding, shall issue Capital
          Shares, or Capital Share Equivalents entitling any Person to acquire
          shares of Common Stock, at a price per share less than the Set Price
          (if the holder of the Capital Shares or Capital Share Equivalent 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
          issued in connection with such issuance, be entitled to receive shares
          of Common Stock at a price less than the Set Price, such issuance
          shall be deemed to have occurred for less than the Set Price) then,
          the Set Price shall be multiplied by a fraction, of which the
          denominator shall be the number of shares of the Common Stock
          (excluding treasury shares, if any) outstanding on the date of
          issuance of such securities plus the number of Capital Shares or
          Capital Share Equivalents offered for subscription or purchase, and of
          which the numerator shall be the number of shares of the Common Stock
          (excluding treasury shares, if any) outstanding on the date of
          issuance of such securities plus the number of shares which the
          aggregate offering price of the total number of shares so offered
          would purchase at the Set Price, provided, that for purposes hereof,
          all shares of Common Stock that are issuable upon conversion, exercise
          or exchange of Capital Share Equivalents shall be deemed outstanding
          immediately after the issuance of such Capital Share Equivalents. Such
          adjustment shall be made whenever such shares of Capital Shares or
          Capital Share Equivalents are issued. However, upon the expiration of
          any Capital Share Equivalents, the issuance of which resulted in an
          adjustment in the Conversion Price pursuant to this Section, if any
          such Capital Share Equivalents shall expire and shall not have been
          exercised, the Set Price shall immediately upon such expiration be
          recomputed and effective immediately upon such expiration be increased
          to the price which it would have been (but reflecting any other
          adjustments in the Set Price made pursuant to the provisions of this
          Section after the issuance of such Capital Share Equivalents) had the
          adjustment of the Set Price made upon the issuance of such Capital
          Share Equivalents been made on the basis of offering for subscription
          or purchase only that number of shares of Common Stock actually
          purchased upon the exercise of such Capital Share Equivalents actually
          exercised.

                                       12
<PAGE>

               (iv) NO ADJUSTMENT. No adjustment to the Set Price pursuant to
          Section 4(e)(iii) will be made (A) upon the conversion of this
          Debenture or any other Debenture of this series or of any other series
          issued by the Company, or upon the issuance, conversion, or redemption
          of, or payment of interest under, any Convertible Securities issued
          pursuant to the Purchase Agreement; (B) upon the exercise or
          conversion of any Convertible Securities, options or warrants issued
          and outstanding on the Original Issue Date of this Debenture; (C) upon
          the issuance of Common Stock or issuance grant, exercise or conversion
          of any Convertible Securities which may hereafter be issued, granted,
          exercised or converted (x) as compensation to employees, consultants,
          brokers, investment bankers or members of the Board of Directors of
          the Company, or (y) under any employee benefit plan of the Company now
          existing or to be implemented in the future, so long as the issuance
          of such Common Stock or Convertible Securities is approved by a
          majority of the non-employee members of the Board of Directors of the
          Company or a majority of the members of a committee of non-employee
          directors established for such purpose; (D) upon the issuance of
          Common Stock or Convertible Securities in any transaction of the
          nature contemplated by Rule 145, promulgated under the Securities Act;
          (E) in connection with any strategic partnership or joint venture or
          acquisition (the primary purpose of which is not to raise equity
          capital for the Company) or (F) the issuance of Common Stock or the
          issuance, grant, exercise or conversion of Convertible Securities
          issued to a bank or equipment lessor (pursuant to transactions the
          primary purpose of which is not to raise equity capital for the
          Company).

               (v) RIGHTS OF SHAREHOLDERS, ETC. If the Company, at any time
          while this Debenture is 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 Set Price at which this Debenture
          shall thereafter be convertible shall be determined by multiplying the
          Set 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
          Holder 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.

          (f) Miscellaneous.

                                       13
<PAGE>

               (i) All calculations under this Section 4 shall be made to the
          nearest cent or the nearest 1/100th of a share, as the case may be. No
          adjustments in the Set Price shall be required if such adjustment is
          less than $0.01, provided, however, that any adjustments which by
          reason of this Section are not required to be made shall be carried
          forward and taken into account in any subsequent adjustment.

               (ii) Whenever the Set Price is adjusted hereunder, the Company
          shall promptly mail to each Holder a notice setting forth the Set
          Price after such adjustment and setting forth a brief statement of the
          facts requiring such adjustment.

               (iii) 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 this
          Debenture and payment of interest on this Debenture, each as herein
          provided, free from preemptive rights or any other actual contingent
          purchase rights of persons other than the Holder, 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 Purchase Agreement) be issuable (taking into
          account the adjustments and restrictions of Section 4) upon the
          conversion of the outstanding principal amount of this Debenture 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, fully paid and nonassessable.

               (iv) Upon a conversion hereunder, the Company shall not be
          required to issue stock certificates representing fractions of shares
          of the Common Stock, but may if otherwise permitted, make a cash
          payment in respect of any final fraction of a share based on the VWAP
          at such time. If the Company elects not, or is unable, to make such a
          cash payment, the Holder shall be entitled to receive, in lieu of the
          final fraction of a share, one whole share of Common Stock.

               (v) The issuance of certificates for shares of the Common Stock
          on conversion of this Debenture shall be made without charge to the
          Holder 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 name other than that of the
          Holder 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. Redemption.

                                       14
<PAGE>

          (a) Optional Redemption by the Company. If the VWAP of the Common
     Stock exceeds 150% of the Set Price for a period of 20 consecutive Trading
     Days or if the Company consummates a public offering of its Common Stock at
     an offering price in excess of 150% of the Set Price, then, at such time,
     the Company shall have the right, upon 10 Trading Days' notice to the
     Holder (an "Optional Redemption Notice" and the date such notice is
     received by the Holder, the "Notice Date"), to redeem the entire principal
     amount of this Debenture or any portion thereof not less than $500,000 then
     held by the Holder, at a cash price equal to the principal amount
     outstanding of this Debenture plus any accrued but unpaid interest hereon
     (the "Optional Redemption Price"); provided, however, the Company may only
     deliver an Optional Redemption Notice to the Holder if, on the Notice Date,
     (i) there is an effective Registration Statement pursuant to which the
     prospectus thereunder is available for use in the resale of all of the
     Conversion Shares issued to the Holder and all of the Conversion Shares as
     are issuable to the Holder upon conversion in full of this Debenture (and
     the Company believes, in good faith, that such effectiveness will continue
     uninterrupted for the foreseeable future), and (ii) the Common Stock is
     listed for trading on a Principal Market (and the Company believes, in good
     faith, that trading of the Common Stock on the Principal Market will
     continue uninterrupted for the foreseeable future). If any of the foregoing
     conditions shall cease to be in effect during the period between the Notice
     Date and the date the Optional Redemption Price is paid in full, then the
     Holders subject to such redemption may elect, by written notice to the
     Company given at any time after any of the foregoing conditions shall cease
     to be in effect, to invalidate ab initio such redemption, notwithstanding
     anything herein contained to the contrary. The Holders may convert any
     portion of the outstanding principal amount of the Debentures subject to an
     Optional Redemption Notice at the Set Price prior to the date that the
     Optional Redemption Price is due and paid in full.

          (b) Mandatory Redemption. On each Mandatory Redemption Date, the
     Company shall redeem a portion of this Debenture equal to the Holder's
     Pro-Rata share of the Mandatory Redemption Amount (except that, if the
     Holder elects to exercise any other Debenture(s) on such Mandatory
     Redemption Date, the amount so redeemed pursuant to such other Debentures
     shall reduce the principal amount that may be redeemed hereunder on such
     Mandatory Redemption Date by such amount) at a cash price equal to 100% of
     the principal amount of this Debenture being redeemed. In lieu of a cash
     redemption payment, the Company may elect to pay, in whole or in part (and
     if in part, in multiples of $100,000), such amount to be redeemed on the
     applicable Mandatory Redemption Date in Conversion Shares based on a
     conversion price equal to the lesser of (i) 90% OF THE ADJUSTED VWAP DURING
     THE 22 TRADING DAYS IMMEDIATELY PRIOR TO THE APPLICABLE MANDATORY
     REDEMPTION DATE, and (ii) the Set Price (the "Mandatory Conversion Price");
     provided, however, that the Mandatory Redemption shall only occur if, on
     the Mandatory Redemption Date and during the 30 calendar days prior
     thereto, (i) there is an effective Registration Statement pursuant to which
     the Holder is permitted to utilize the prospectus thereunder to resell all
     of the Conversion Shares issued to the Holder and all of the Conversion
     Shares as are issuable to the Holder upon conversion in full of the
     Debentures subject to such Mandatory Redemption are registered for resale

                                       15
<PAGE>

     by the Holder thereunder (and the Company believes, in good faith, that
     such effectiveness will continue uninterrupted for the foreseeable future),
     and (ii) the Common Stock is listed for trading on a Principal Market (and
     the Company believes, in good faith, that trading of the Common Stock on
     the Principal Market will continue uninterrupted for the foreseeable
     future); provided, further, that, on or prior to the first Trading Day of
     the 30 calendar day period prior to such Mandatory Redemption Date, the
     Company irrevocably notifies the Holder that it will issue Conversion
     Shares in lieu of cash and the Company includes in such notification the
     amount to be converted (the "Conversion Amount"). Notwithstanding anything
     herein to the contrary, the Holder may elect, upon written notice to the
     Company not less than 2 Trading Days prior to a Mandatory Redemption Date,
     to waive any of the aforementioned conditions to the applicable Mandatory
     Redemption. In the event the Company elects to redeem this Debenture by the
     issuance of Conversion Shares, the Holder shall have the right, in its sole
     discretion, by notice to the Company prior to the applicable Mandatory
     Redemption Date, to increase the Conversion Amount by up to 100% or to
     decrease the Conversion Amount by up to 50% (except that, in the event one
     or more of the conditions to a Mandatory Redemption is not met and such
     condition(s) is waived by the Holder, the Holder may elect to decrease the
     applicable Conversion Amount by up to 100%). In the event the Conversion
     Amount is reduced by the Holder, such principal amount not converted but
     subject to the Mandatory Redemption, if not for the preceding sentence,
     shall be deferred to the end of this redemption schedule and cumulated with
     any other amounts so deferred. The Mandatory Conversion Price for any
     deferred Conversion Amount, shall be calculated at the date when actually
     converted, not at the time of deferral. By way of example, assume that this
     is the only Debenture issued under the Purchase Agreement, the Original
     Issue Date is December 5, 2001, the Effective Date is March 5, 2002 and
     there remains $5,000,000 in principal outstanding on this Debenture. Assume
     further that on March 5, 2002 the Company provided the Holder notice that
     it will redeem $400,000 of the principal amount of this Debenture by the
     issuance of Conversion Shares rather than cash (i.e. that the Conversion
     Amount shall be $400,000). On April 5, 2002, the Registration Statement is
     maintained effective and the Common Stock trades uninterrupted on the
     Principal Market during the 30 days prior to April 5. Finally, assume that
     on April 4, 2002, the Holder notifies the Company that it elects to reduce
     the Conversion Amount to $250,000. Under these circumstances, on April 5,
     2002, the Company shall redeem $350,000 principal amount of this Debenture,
     $250,000 of which shall be paid by the issuance of Conversion Shares based
     on the Mandatory Conversion Price on the Mandatory Redemption Date and the
     balance of $100,000, shall be paid in cash. The Mandatory Redemption of
     $150,000 of the principal amount of this Debenture shall be deferred until
     after the remaining principal amount outstanding of this Debenture has been
     subject to this Mandatory Redemption provision. Notwithstanding anything
     herein to the contrary, conversions hereunder shall be made as if pursuant
     to Section 4, including but not limited to, liquidated damages and fees for
     late delivery of Conversion Shares, and the Conversion Date for such
     purposes shall be the Mandatory Redemption Date. The Holder may convert any
     portion of the outstanding principal amount of the Debentures subject to a
     Mandatory Redemption prior to the date that the Mandatory Redemption is due

                                       16
<PAGE>

     and paid in full at the Set Price. Nothing herein shall preclude the Holder
     from converting this Debenture to the extent this Debenture remains unpaid
     and unconverted after the Mandatory Redemption Date.

          (c) Redemption Procedure. The Optional Redemption Price is due on the
     10th Trading Day following the Notice Date and payment of cash and/or
     issuance of Conversion Shares pursuant to the Mandatory Redemption shall be
     made on the Mandatory Redemption Date. If any portion of the Optional
     Redemption Price or cash payment for the Mandatory Redemption shall not be
     paid by the Company by expiration of such 10th Trading Day or Mandatory
     Redemption Date, as the case may be, interest shall accrue thereon at the
     rate of 18% per annum (or the maximum rate permitted by applicable law,
     whichever is less) until the Optional Redemption Price or cash payment of
     the Mandatory Redemption plus all such interest is paid in full. In
     addition, if any portion of the Optional Redemption Price or payment for
     the Mandatory Redemption remains unpaid after such date, the Holders
     subject to such redemption may elect, by written notice to the Company
     given at any time thereafter, to invalidate ab initio such redemption,
     notwithstanding anything herein contained to the contrary. If a Holder
     elects to invalidate such redemption the Company shall promptly, and, in
     any event, not later than 3 Trading Days from receipt of such Holder's
     notice of such election, return to such Holder all of the Debentures for
     which the Optional Redemption Price shall not have been paid in full. With
     respect to the principal amount of any Debentures to be converted pursuant
     to a Mandatory Redemption and subject to such invalidation, the conversion
     price as to any conversions pursuant to Section 4(a)(i) thereafter shall
     equal the Mandatory Conversion Price on the date such demand is made
     (notwithstanding the fact that such a date may not be a Mandatory
     Conversion Date).

     Section 6. Dividends, Mergers, Consolidations, Reclassifications, Etc.

          (a) Notice of Certain Events. If (i) the Company shall declare a
     dividend (or any other distribution) on the Common Stock; (ii) the Company
     shall declare a special nonrecurring cash dividend on or a redemption of
     the Common Stock; (iii) 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; (iv) 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, or any compulsory share
     exchange whereby the Common Stock is converted into other securities, cash
     or property; or (v) 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 maintained for the purpose of conversion of the
     Debentures, and shall cause to be mailed to the Holder at its 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 (i) 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

                                       17
<PAGE>

     the holders of the Common Stock of record to be entitled to such dividend,
     distributions, redemption, rights or warrants are to be determined, or (ii)
     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. The Holder is entitled to convert this Debenture
     during the 20-day period commencing the date of such notice to the
     effective date of the event triggering such notice.

          (b) Change of Control. In case of any Change of Control or sale or
     disposition by the Company of all or in excess of 50% of its assets in one
     or more transactions (whether or not such sale would constitute a Change of
     Control Transaction) or redemption or repurchase of more than a de minimis
     number of shares of Common Stock or other equity securities of the Company,
     the Holder shall have the right to either (i) avail itself of any of the
     rights, remedies and procedures otherwise available to the Holder pursuant
     to Section 3(b) as if an Event of Default had occurred, (ii) convert its
     aggregate principal amount of Debentures then outstanding into the shares
     of stock and other securities, cash and property receivable upon or deemed
     to be held by holders of Common Stock following such merger, consolidation
     or sale, and such Holder shall be entitled upon such event or series of
     related events to receive such amount of securities, cash and property as
     the shares of Common Stock into which such aggregate principal amount of
     Debentures could have been converted immediately prior to such merger,
     consolidation or sale would have been entitled, or (iii) in the case of
     Change of Control involving a merger in which the Company is not the
     surviving corporation or a consolidation, (A) require the surviving entity
     to issue convertible subordinated debentures in such face amount equal to
     the aggregate principal amount of Debentures then held by the Holder, plus
     all accrued and unpaid interest and other amounts owing thereon, which
     newly issued debentures shall have terms identical (including with respect
     to conversion) to the terms of this Debenture and shall be entitled to all
     of the rights and privileges of a Holder of this Debenture and the
     agreements pursuant to which this Debenture was issued (including, without
     limitation, as such rights relate to the acquisition, transferability,
     registration and listing of such shares of stock or other securities
     issuable upon conversion thereof), and (B) simultaneously with the issuance
     of such convertible subordinated debentures, shall have the right to
     convert such instrument only into shares of stock and other securities,
     cash and property receivable upon or deemed to be held by holders of Common
     Stock following such merger or consolidation. In the case of clause (iii),
     the conversion price applicable for the newly issued convertible
     subordinated debentures shall be based upon the amount of securities, cash
     and property that each share of Common Stock would receive in such
     transaction and the Set Price in effect immediately prior to the
     effectiveness or closing date for such transaction. The terms of any such
     merger, sale or consolidation shall include such terms so as to continue to
     give the Holders the right to receive the securities, cash and property set

                                       18
<PAGE>

     forth in this Section upon any conversion or redemption following such
     event. This provision shall similarly apply to such successive events. The
     terms of any agreement to be executed in connection with any Change of
     Control transaction shall include terms requiring any successor or
     surviving entity to comply with the provisions of this Section.

          (c) Reclassification. In case of any reclassification of the Common
     Stock (other than a change in par value or a change from par value to no
     par value) or any compulsory share exchange pursuant to which the Common
     Stock is converted into other securities, cash or property, the Holder
     shall have the right thereafter to, at its option, (i) to convert, at any
     time, in whole or in part, the then outstanding principal amount, together
     with all accrued but unpaid interest and any other amounts then owing
     hereunder in respect of this Debenture only into the shares of stock and
     other securities, cash and property receivable upon or deemed to be held by
     holders of the Common Stock following such reclassification or share
     exchange, and the Holder of this Debenture shall be entitled upon such
     event to receive such amount of securities, cash or property as the shares
     of the Common Stock of the Company into which the then outstanding
     principal amount, together with all accrued but unpaid interest and any
     other amounts then owing hereunder in respect of this Debenture could have
     been converted immediately prior to such reclassification or share exchange
     would have been entitled, or (ii) to cause the Company to exercise its
     right to redeem the aggregate outstanding principal amount of this
     Debenture, plus all interest and other amounts due and payable thereon,
     pursuant to Section 5. The entire redemption price due hereunder shall be
     paid in cash. This provision shall similarly apply to successive
     reclassifications or share exchanges.

     Section 7. Subordination

          (a) Agreement To Subordinate. The Company agrees, and the Holder, by
     accepting this Debenture agrees, that the indebtedness evidenced by this
     Debenture is subordinated in right of payment, to the extent and in the
     manner provided in this Section 7, to the prior payment and/or cancellation
     in full of all Senior Indebtedness of the Company and that such
     subordination is for the benefit of, and enforceable by, the holders of
     such Senior Indebtedness.

          (b) Liquidation, Dissolution, Bankruptcy. Upon any payment or
     distribution of the assets of the Company to creditors upon a total or
     partial liquidation or a total or partial dissolution of the Company or in
     a bankruptcy, reorganization, insolvency, receivership or similar
     proceeding relating to the Company or its property:

               (i) holders of Senior Indebtedness of the Company shall be
          entitled to receive payment in full of such Senior Indebtedness before
          the Holder shall be entitled to receive any payment of principal of or
          interest on the Debentures; and

                                       19
<PAGE>

               (ii) until the Senior Indebtedness of the Company is paid in
          full, any payment or distribution to which the Holder would be
          entitled but for this Section 7 shall be made by the liquidating
          trustee or agent or other person making such payment or distribution
          (whether a trustee in bankruptcy, a receiver or liquidating trustee or
          otherwise) directly to holders of such Senior Indebtedness as their
          interests may appear to the extent necessary to pay in full all Senior
          Indebtedness remaining unpaid after giving effect to any prior or
          concurrent payment or distribution, or provision therefor, to holders
          of such Senior Indebtedness.

               (iii) in the event that, notwithstanding the foregoing, any
          payment or distribution of assets of the Company of any kind or
          character, whether in cash, property or securities (other than
          securities issued to the Holder upon conversion under or redemption of
          this Debenture, cash paid for liquidated damages pursuant to Section
          7(c) or shares of common stock of the Company as reorganized or
          readjusted, or securities of the Company or any other corporation
          provided for by a plan of reorganization or readjustment, the payment
          of which is subordinated to the payment of all Senior Indebtedness
          which may at the time be outstanding on terms not less favorable than
          those of this Section 7) shall be received by the Holder before all
          Senior Indebtedness is paid in full, such payment or distribution
          shall be paid over to the Senior Creditor, for application to the
          payment of all Senior Indebtedness remaining unpaid until all such
          Senior Indebtedness shall have been paid in full, or provision made
          for its payment, after giving effect to any prior or concurrent
          payment or distribution on the Senior Indebtedness.

          (c) Event of Default and Notice. The Holder covenants and agrees that:
     (a) if an Event of Default shall occur under this Debenture, other than by
     conversion of this Debenture into Conversion Shares or the issuance of
     shares of Common Stock in lieu of liquidated damages, the Holder will not
     demand payment of any principal of or interest on this Debenture or demand,
     during any consecutive 120 day period, in excess of such Holder's Pro-Rata
     share of $200,000 in cash for the payment of liquidated damages pursuant to
     this Debenture, until one hundred and twenty (120) days after the Holder
     has provided the Senior Creditor the written notice of the Event of Default
     at the addresses of the Senior Creditor set forth in this Section 7; (b)
     the Holder agrees not to oppose, interfere with or otherwise attempt to
     prevent the Senior Creditor from enforcing its security interests in and/or
     liens on any of collateral held by the Senior Creditor or otherwise
     realizing upon any of such collateral; (c) the Holder shall not attempt to
     take possession of and/or to attempt to foreclose on any lien, security
     interest or other encumbrance on or in any of the collateral held by the
     Senior Creditor prior to the time all of the Senior Indebtedness held by
     the Senior Creditor shall have been fully, finally and indefeasibly paid in
     cash and all financing arrangements and commitments between the Company and
     Senior Creditor shall have been terminated; and (d) the Holder shall not,
     directly or indirectly, take any action to contest or challenge the
     validity, legality, enforceability, perfection, priority or avoidability of
     any of the Senior Indebtedness held by the Senior Creditor, any documents
     evidencing the Senior Indebtedness or any of the security interests and/or
     liens held by Senior Creditor in or on any of the collateral. Upon

                                       20
<PAGE>

     notification to the Company of an Event of Default, the Holder shall
     concurrently notify the Senior Creditor in writing of such Event of
     Default. In the event that the Holder is precluded under this Subsection
     7(c) from demanding a cash payment for accrued liquidated damages, the
     Holder may elect to demand shares of Common Stock in lieu of cash based on
     a conversion rate equal to the Mandatory Conversion Price (notwithstanding
     the fact that such date may not be a Mandatory Conversion Date).

          (d) Default on Senior Indebtedness. The Company may not pay the
     principal of, premium (if any) or interest on this Debenture in cash and
     may not repurchase, redeem or otherwise retire this Debenture (other than
     securities issued to the Holder upon conversion under or redemption of,
     this Debenture) if (i) any Senior Indebtedness of the Company is not paid
     when due or (ii) any other default on such Senior Indebtedness occurs and
     the maturity of such Senior Indebtedness is accelerated in accordance with
     its terms unless, in either case, (x) the default has been cured or waived
     and any such acceleration has been rescinded or (y) such Senior
     Indebtedness has been paid in full.

          (e) When Distribution Must Be Paid Over. If a distribution prohibited
     by this Section 7 is made to Holders, the Holders who receive such
     distribution shall hold such distribution in trust for holders of Senior
     Indebtedness of the Company and pay such distribution over to them as their
     interests may appear.

          (f) Waiver of Certain Rights. The Holder hereby waives any and all
     rights to (a) require Senior Creditor to marshall any property or assets of
     the Company or to resort to any of the property or assets of the Company in
     any particular order or manner, (b) require Senior Creditor to enforce any
     guaranty or any security interest or lien given by any person or entity
     other than the Company to secure the payment of any or all of the Senior
     Indebtedness held by the Senior Creditor as a condition precedent or
     concurrent to taking any action against or with respect to any collateral
     securing such Senior Indebtedness and/or (c) bring any action to contest
     the validity, legality, enforceability, perfection, priority or
     avoidability of any of the Senior Indebtedness held by the Senior Creditor,
     any of the documents evidencing the Senior Indebtedness held by the Senior
     Creditor or any of the security interests and/or liens of Senior Creditor
     in or on any of the collateral securing its Senior Indebtedness.

          (g) Priority of Security Interests. Any and all security interests,
     liens, rights and interests of the Holder, whether now or hereafter arising
     and howsoever existing, in or on any or all of the collateral now or
     hereafter securing the Senior Indebtedness held by the Senior Creditor
     shall be and hereby are subordinated to any and all security interests,
     liens, rights and interests of Senior Creditor in and to any collateral now
     or hereafter securing such Senior Indebtedness, irrespective of (a) the
     time, order, manner or method of creation, attachment or perfection of the
     respective security interests and/or liens granted to the Holder or the
     Senior Creditor in or on any or all of the property or assets of the
     Company, (b) the time or manner of the filing of their respective financing
     statements, (c) whether the Holder or the Senior Creditor or any bailee or
     agent thereof holds possession of any or all of the property or assets of

                                       21
<PAGE>

     the Company, (d) the dating, execution or delivery of any agreement,
     document or instrument granting the Holder or the Senior Creditor security
     interests and/or liens in or on any or all of the property or assets of the
     Company, (e) the giving or failure to give notice of the acquisition or
     expected acquisition of any purchase money or other security interests and
     (f) any provision of the Uniform Commercial Code or any other applicable
     law to the contrary. For purposes of the foregoing allocation of
     priorities, any claim of a right of setoff shall be treated in all respects
     as a security interest and no claimed right of setoff shall be asserted to
     defeat or diminish the rights or priorities provided for herein.

          (h) Bankruptcy. The provisions of this Section 7 shall continue in
     full force and effect after the filing of any petition for relief by or
     against the Company under the United States Bankruptcy Code (the "Code")
     and all converted or succeeding cases in respect thereof (all references
     herein to the Company being deemed to apply to the Company as a
     debtor-in-possession and to a trustee for the Company), and shall apply
     with full force and effect with respect to all collateral held by the
     Senior Creditor, and to all Senior Indebtedness incurred by the Company
     from the Senior Creditor, subsequent to such filing.

          (i) Relative Rights. This Section 7 defines the relative rights of
     Holders and holders of Senior Indebtedness of the Company. Nothing in this
     Indenture shall:

               (i) impair, as between the Company and Holders, the obligation of
          the Company, which is absolute and unconditional, to pay principal of
          and interest on and liquidated damages in respect of, the Debentures
          in accordance with their terms; or

               (ii) prevent any Holder from exercising its available remedies
          upon an Event of Default, subject to the rights of holders of Senior
          Indebtedness of the Company to receive distributions otherwise payable
          to Holders.

          (j) Payment in Stock. Notwithstanding any provision in this Section 7,
     the Company may at any time pay or redeem this Debenture in shares of
     Common Stock pursuant to the terms and conditions set forth herein and the
     Holder may receive such shares of Common Stock free and clear of any claims
     of the holders of Senior Indebtedness. Nothing herein shall restrict delay
     or otherwise affect the Holder's right to receive securities upon any
     conversion or issuance under this Debenture.

          (k) Reliance by Holders of Senior Indebtedness on Subordination
     Provisions. The Holder by accepting a Debenture acknowledges and agrees
     that the foregoing subordination provisions are, and are intended to be, an
     inducement and a consideration to each holder of any Senior Indebtedness of
     the Company, whether such Senior Indebtedness was created or acquired
     before or after the issuance of the Debentures, to acquire and continue to
     hold, or to continue to hold, such Senior Indebtedness and such holder of
     such Senior Indebtedness shall be deemed conclusively to have relied on
     such subordination provisions in acquiring and continuing to hold, or in
     continuing to hold, such Senior Indebtedness.

                                       22
<PAGE>

          (l) Definitions.

     "Senior Indebtedness" of the Company means the principal of, premium
     (if any) and accrued and unpaid interest (including interest accruing
     on or after the filing of any petition in bankruptcy or for
     reorganization of the Company, regardless of whether or not a claim
     for post-filing interest is allowed in such proceedings) on, and fees
     and other amounts owing in respect of any indebtedness of the Company
     for money borrowed, including but not limited to indebtedness now or
     hereafter borrowed from or otherwise due to the Senior Creditor unless
     in the instrument creating or evidencing the same or pursuant to which
     the same is outstanding it is expressly provided that such obligations
     are not superior in right of payment to the Debentures whether
     outstanding on the date of this Debenture is issued or thereafter
     incurred; provided, however, that Senior Indebtedness shall not
     include:

          (1) any obligation of the Company to any Subsidiary of the
          Company;
          (2) any liability for federal, state, local or other taxes owed
          or owing by the Company;
          (3) any accounts payable or other liability to trade creditors
          arising in the ordinary course of business (including guarantees
          thereof or instruments evidencing such liabilities); or
          any obligations with respect to the Common Stock.

     "Senior Creditor" means Fleet National Bank, N.A. and its successors
     and assigns, with notice addresses at both 100 Federal Street, Boston,
     MA 02110 Attention: Senior Commercial Loan Officer - Massachusetts,
     and 100 Front Street, Worcester, MA 01608 Attention: Senior Commercial
     Loan Officer, provided, however, that in the event that all of the
     Senior Indebtedness to Fleet National Bank is no longer outstanding,
     Senior Creditor shall mean the creditor or creditors of the Company
     which shall have substantially refinanced the Senior Indebtedness to
     Fleet National Bank, N.A., and such creditors' successors and assigns.

     Section 8. Notices. Any and all notices or other communications or
deliveries to be provided by the Holders hereunder, including, without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by facsimile, sent by a nationally recognized overnight courier service or sent
by certified or registered mail, postage prepaid, addressed to the Company, as
set forth in the Purchase Agreement, 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 or sent by certified or registered mail, postage prepaid,
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

                                       23
<PAGE>

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 4:30 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
4:30 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 Trading Day following the date of dispatch,
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.

     Section 9. Company's Obligations. 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
obligation of the Company. This Debenture ranks pari passu with all other
Debentures now or hereafter issued under the terms set forth herein. As long as
this Debenture is outstanding, the Company shall not and shall cause it
subsidiaries not to, without the consent of the Holder, (i) amend its
certificate of incorporation, bylaws or other charter documents so as to
adversely affect any rights of the Holder; (ii) repay, repurchase or offer to
repay, repurchase or otherwise acquire shares of its Common Stock or other
equity securities other than as to the Conversion Shares to the extent permitted
or required under the Purchase Agreement or this Debenture; or (iii) enter into
any agreement with respect to any of the foregoing. The Company may only
voluntarily prepay the outstanding principal amount of this Debenture in
accordance with Section 5(a) hereof or on the Maturity Date.

     Section 10. Force Majeure. Notwithstanding any provision herein, the
Company shall not be subject to liquidated damages or other penalties arising
from the Company's failure to timely deliver certificates pursuant to this
Debenture, or for failure to deliver an opinion of counsel, if such failure
results from Force Majeure.

     Section 11. Rights as Holder. This Debenture shall not entitle the Holder
to any of the rights of a stockholder of the Company, including without
limitation, the right to vote, to receive dividends and other distributions, or
to receive any notice of, or to attend, meetings of stockholders or any other
proceedings of the Company, unless and to the extent converted into shares of
Common Stock in accordance with the terms hereof.

     Section 12. Replacement Debentures. 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.

                                       24
<PAGE>

     Section 13. Governing Law. This Debenture shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of laws thereof. The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, 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 that such suit,
action or proceeding is improper. Each of the Company and the Holder hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent
to the Company 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.

     Section 14. Waivers. 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.

     Section 15. 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
shall violate 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 the Debentures 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 impede 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.

     Section 16. Non Trading Days. Whenever any payment or other obligation
hereunder shall be due on a day other than a Trading Day, such payment shall be
made on the next succeeding Trading Day.

                                       25
<PAGE>

     Section 17. Headings. The headings used in this Debenture are used for
convenience only and are not to be considered in construing or interpreting this
Debenture.

     Section 18. Assignment. Notwithstanding any provision herein, the Holder
shall not sell, assign, pledge, encumber, or otherwise transfer this Debenture
or any rights hereunder to any person or entity without the consent of the
Company, which consent shall not be unreasonably withheld; provided, however, in
no event shall the Holder assign this Debenture to any person, entity or company
that, in the reasonable judgment of the Company, are in direct competition with
the Company, including but not limited to, persons, entities or companies in the
telecommunications industry, data communications industry or the business of
manufacturing optical fiber or preform.

     Section 19. Definitions. For the purposes hereof, the following terms shall
have the following meanings:

          (a) "Adjusted VWAP" with respect to a period means the result obtained
     by selecting the 12 lowest VWAPs during such period, ignoring the highest
     and lowest such VWAPs, and averaging the remaining 10 VWAPs.

          (b) "Buy In" shall have the meaning assigned to such term in Section
     4(c)(iv).

          (c) "Change of Control Transaction" means the occurrence 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, by contract or otherwise) of in excess of 50%
     of the voting securities of the Company in a transaction or series of
     transactions not approved by the board of directors of the Company, (ii) a
     replacement at one time or over time 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), (iii) the consolidation or merger of the
     Company with or into another entity (other than a merger or consolidation
     of a subsidiary of the Company into the Company or the Company into a
     wholly-owned subsidiary of the Company) where (A) the shareholders of the
     Company immediately prior to such transaction do not collectively own at
     least 51% of the outstanding voting securities of the surviving corporation
     of such consolidation or merger immediately following such transaction or
     (B) the common stock of such surviving corporation is not listed for
     trading on a Principal Market immediately after the completion of such
     transaction, or (iv) the sale of all or substantially all of the assets of
     the Company in one or a series of related transactions.

                                       26
<PAGE>

          (d) "Conversion Amount" shall have the meaning ascribed to such term
     in Section 5(b).

          (e) "Conversion Date" shall have the meaning ascribed to such term in
     Section 4(c).

          (f) "Conversion Notice" shall have the meaning ascribed to such term
     in Section 4(c).

          (g) "Conversion Shares" means the shares of Common Stock issuable upon
     conversion of Debentures or as payment of interest in accordance with the
     terms hereof.

          (h) "Convertible Securities" means warrants, rights, or options,
     whether or not immediately exercisable, to subscribe for or to purchase
     Common Stock or other securities exercisable, convertible into or
     exchangeable for Common Stock.

          (i) "Debenture(s)" shall have the meanings ascribed to such terms in
     the opening paragraph of this Debenture.

          (j) "Debenture Register" shall have the meaning ascribed to such term
     in the second opening paragraph of this Debenture.

          (k) "Event of Default" shall have the meaning ascribed to such term in
     Section 3(a).

          (l) "Event of Default Amount" for any Debentures shall equal the sum
     of (i) the greater of (A) 115% (except 100% in the event that the Company
     is required to pay the Event of Default Amount as a result of an election
     by the Holder pursuant to Section 6(b)) of the principal amount of
     Debentures to be prepaid, plus all accrued and unpaid interest thereon, and
     (B) the principal amount of Debentures to be prepaid, divided by the Set
     Price multiplied by the VWAP on (x) the date the Event of Default Amount is
     demanded or otherwise due, or (y) the date immediately prior to the date
     the Event of Default Amount is paid in full, whichever is greater, and (ii)
     all other amounts, costs, expenses and liquidated damages, if any, due in
     respect of such Debentures, plus all accrued and unpaid interest hereon.

          (m) "Holder" shall have the meaning ascribed to such term in the
     second opening paragraph of this Debenture.

          (n) "Late Fee" shall have the meaning ascribed to such term in the
     second opening paragraph of this Debenture.

          (o) "Mandatory Conversion Price" shall have the meaning ascribed to
     such term in Section 5(b).

                                       27
<PAGE>

          (p) "Mandatory Payment" shall have the meaning ascribed to such term
     in Section 4(b).

          (q) "Maturity Date" shall have the meaning ascribed to such term in
     the second opening paragraph of this Debenture.

          (r) "Maximum Aggregate Share Amount" shall have the meaning ascribed
     to such term in Section 4(d)(ii).

          (s) "Notice Date" shall have the meaning ascribed to such term in
     Section 5(a).

          (t) "Optional Redemption Notice" shall have the meaning ascribed to
     such term in Section 5(a).

          (u) "Optional Redemption Price" shall have the meaning ascribed to
     such term in Section 5(a).

          (v) "Original Issue Date" shall mean the date of the first issuance of
     this Debenture regardless of the number of transfers of any Debenture and
     regardless of the number of instruments which may be issued to evidence
     such Debenture.

          (w) "Person" means a corporation, an association, a partnership,
     organization, a business, an individual, a government or political
     subdivision thereof or a governmental agency.

          (x) "Purchase Agreement" shall have the meaning ascribed to such term
     in the first paragraph of this Debenture.

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

                                       28
<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.


                                 FIBERCORE, INC.



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

<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be Executed by the Registered Holder
in order to Convert the Debenture)

The undersigned hereby elects to convert the attached Debenture into shares of
common stock, $.001 par value per share (the "Common Stock"), of FiberCore, Inc.
(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
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.

Conversion calculations:          ----------------------------------------------
                                  Date to Effect Conversion

                                  ----------------------------------------------
                                  Principal Amount of Debentures to be Converted

                                  ----------------------------------------------
                                  Number of shares of Common Stock to be Issued

                                  ----------------------------------------------
                                  Conversion Price

                                  ----------------------------------------------
                                  Signature

                                  ----------------------------------------------
                                  Name

                                  ----------------------------------------------
                                  Address

                                       30