THIS  DEBENTURE HAS NOT BEEN  REGISTERED  WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATION S PROMULGATED UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT").  THIS  DEBENTURE  SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION  OF AN OFFER TO BUY THE DEBENTURE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS DEBENTURE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE
STATE  SECURITIES  LAWS, OR IN A TRANSACTION  WHICH IS EXEMPT FROM  REGISTRATION
UNDER THE PROVISIONS OF THE  SECURITIES  ACT AND UNDER  PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS.


                            THE NEPTUNE SOCIETY, INC.

No. 001                                                              US $_______



                 13.75% CONVERTIBLE DEBENTURE DUE MARCH 31, 2004



     THIS  DEBENTURE  is issued by The  Neptune  Society,  Inc.,  a  corporation
organized  and existing  under the laws of the State of Florida (the  "Company")
and is  designated  as its  13.75%  CONVERTIBLE  DEBENTURE  DUE MARCH  31,  2004
("Debenture").

     FOR VALUE  RECEIVED,  the  Company  promises  to pay to  __________  or its
permitted  assigns (the  "Holder"),  the  principal  sum of _______  Dollars and
00/100  (US$__________)  on March 31,  2004 (the  "Maturity  Date"),  and to pay
interest thereon, as provided herein.


     This Debenture is subject to the following additional provisions:


     1.  Interest.  This Debenture  shall bear interest on the unpaid  principal
amount hereof ("Interest") from the Issue Date at an annual rate of thirteen and
three-quarter  percent  (13.75%),  computed  on the basis of a  360-day  year of
twelve 30-day months for the actual number of days elapsed,  payable  monthly in
arrears on the fifth business day of each month beginning May 1, 2002.  Interest
shall be paid by check,  or completion of such wire transfer,  to the person who
is the  registered  holder of this  Debenture as of the last business day of the
month for which  Interest is remitted  and  addressed to such holder at the last
address of such holder provided to the Company.

                                       1
<PAGE>


     2.  Mandatory  Conversion.  The Company  will pay the  principal of and any
accrued but unpaid  interest due under this  Debenture on the Maturity  Date, by
issuing the Holder  shares of the Company's  common stock,  $0.008 par value per
share  ("Common  Shares"),  in an amount  equal to the  Interest  due divided by
US$1.20 per Common Share,  subject to adjustments as set forth in Section 7 (the
"Conversion  Price"),  to the  person  who  is the  registered  holder  of  this
Debenture as of the fifth day prior to the Maturity  Date and  addressed to such
holder at the last  address of such  holder  provided to the  Company.  Provided
however,  in no event shall the Company be  required to issue  Common  Shares if
such issuance would conflict with or result in a violation of or a default under
(a) the articles of  incorporation  or bylaws of the Company,  (b) any contract,
agreement  or other  instrument  that the Company was a party to as of the March
31,  2002,  or (c)  applicable  law, in which  case,  the  Company,  at its sole
election,  may pay all of the remaining principal and accrued interest remaining
under the  Convertible  Debenture (i) in cash or (ii) a portion of the remaining
principal  balance and accrued  interest due under the  Convertible  Debentures,
except as prohibited in under (a), (b) or (c) above, by issuing Common Shares at
the Conversion  Price, and the balance in cash,  payable by check, or completion
of such wire transfer.  The issuance of such Common Shares and the forwarding of
such check or completion of such wire transfer, if applicable,  shall constitute
full payment of principal and interest hereunder and shall satisfy and discharge
the liability for principal and interest on this  Debenture to the extent of the
sum represented by such Common Shares and check or wire transfer.

     3. Option  Conversion.  The Holder of this  Debenture is  entitled,  at its
option, to convert at any time after September 30, 2002, the principal amount of
this  Debenture or any portion  thereof into Common Shares of the Company at the
Conversion  Price for each Common Share,  which is initially equal to one dollar
and 20/100 (US$1.20) per share,  subject to the adjustments set forth in Section
7, below.  Provided however,  in no event shall the Company be required to issue
Common Shares if such issuance  would  conflict with or result in a violation of
or a default under (a) the articles of  incorporation  or bylaws of the Company,
(b) any contract,  agreement or other instrument that the Company was a party to
as of the March 31,  2002,  or (c)  applicable  law, in which case,  the Company
shall  provide  the Holder with  written  notice of any  conflict  or  violation
arising  under (a),  (b) or (c) above,  within  three (3)  business  days of any
notice of conversion and the Company shall issue that number of Common Shares at
the  Conversion  Price  as may  reasonably  be  issued  without  conflict  with,
violation  of or default  under  (a),  (b) or (c) above.  No  provision  of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the principal of, and interest on, this Debenture at
the time,  place,  and  rate,  and in the coin or  currency  or shares of Common
Stock, herein prescribed. This Debenture is a direct obligation of the Company.

     4. Optional  Conversion  Notice.  (a)  Conversion  shall be  effectuated by
surrendering  this Debenture to the Company (if such Conversion will convert all
outstanding  principal)  together  with the form of conversion  notice  attached
hereto as Exhibit A (the "Notice of Conversion"), executed by the Holder of this
Debenture  evidencing  such  Holder's  intention to convert this  Debenture or a
specified  portion (as above provided) hereof,  and accompanied,  if required by
the Company, by proper assignment hereof in blank.  Interest accrued or accruing
from the date of issuance to the date of conversion shall be paid in cash, or at
the option of the Company,  in Common  Shares at the  Conversion  Price,  as set
forth above on the Conversion Date. No fraction of a share or scrip representing
a fraction of a share will be issued on

                                       2
<PAGE>


conversion, but the number of shares issuable shall be rounded up to the nearest
whole share.  The date on which Notice of Conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes the Notice of
Conversion  duly executed to the Company,  with  conformation  of the same.  All
Notices of Conversion  shall be sent by fax and  over-night  commercial  courier
service on the date of such notice to:

                            The Neptune Society, Inc.
                            3500 W. Olive, Suite 1430
                            Burbank, California 91505
                  Attn: Rodney Bagley, Chief Financial Officer

Certificates  representing Common Stock upon conversion will be delivered to the
Holder  within three (3) Trading Days from the date the Notice of  Conversion is
delivered to the Company.  Delivery of shares upon  conversion  shall be made to
the address specified by the Holder in the Notice of Conversion.

     (b) The share certificates shall bear a restrictive legend in substantially
the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED  ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
     NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN
     EFFECTIVE  REGISTRATION  STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE
     FOREGOING LAWS.  ACCORDINGLY,  THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR
     OTHERWISE  DISPOSED  OF UNLESS (i)  PURSUANT TO AN  EFFECTIVE  REGISTRATION
     UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION  EXEMPT FROM REGISTRATION
     UNDER  THE  SECURITIES  ACT  AND  UNDER   PROVISIONS  OF  APPLICABLE  STATE
     SECURITIES  LAWS.  HEDGING  TRANSACTIONS  RELATED TO THESE  SECURITIES  ARE
     PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

     (c) The Holder  shall be  entitled  to exercise  its  conversion  privilege
notwithstanding  the commencement of any case under 11 U.S.C.ss.101 et seq. (the
"Bankruptcy  Code").  In the event the Company is a debtor under the  Bankruptcy
Code,  the -- --- Company  hereby  waives to the fullest  extent  permitted  any
rights to relief it may have under 11  U.S.C.ss.362  in respect of the  Holder's
conversion privilege.

     5.  Prepayment  Option.  The  Company  shall  have the right at any time to
deliver to the  Holder a written  notice of the  Company's  intent to redeem the
entire  outstanding  amount of this  Debenture  at a price  equal to 150% of the
outstanding  principal balance, plus all accrued but unpaid interest on the date
of such notice (the "Redemption  Price").  The Company shall make the redemption
payment to the Holder within ten (10) Trading Days prior to the redemption  date
set forth in the Company notice of  redemption.  The Holder shall have the right
to convert this  Debenture as set forth in Section 3 until the Trading Day prior
to the Trading Day set for payment of the Redemption Price.  "Trading Day" means
any day in which the  Company's

                                       3
<PAGE>


Common Shares are quoted for trading on the National  Association  of Securities
Dealer's Over-the-Counter Bulletin Board or the primary market for the Company's
Common Shares.

     6.  Investment  Representations.  This Debenture has been issued subject to
investment   representations  of  the  original  purchaser  hereof  and  may  be
transferred or exchanged only in compliance  with the Securities Act of 1933, as
amended  (the  "Securities   Act"),  and  other  applicable  state  and  foreign
securities  laws. The Holder shall deliver  written notice to the Company of any
proposed  transfer of this Debenture.  In the event of any proposed  transfer of
this Debenture, the Company may require, prior to issuance of a new Debenture in
the name of such other person, that it receive reasonable transfer documentation
including  legal  opinions that the issuance of the Debenture in such other name
does not and will not cause a violation of the  Securities Act or any applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Debenture,  the  Company  and any agent of the  Company  may treat the person in
whose name this  Debenture is duly  registered on the  Company's  records as the
owner hereof for the purpose of receiving payment as herein provided and for all
other  purposes,  whether or not this  Debenture  be  overdue,  and  neither the
Company nor any such agent shall be  affected  by notice to the  contrary.  This
Debenture  has been executed and  delivered  pursuant to the Debenture  Purchase
Agreement dated as of March __, 2002 between the Company and the original Holder
(the "Debenture Purchase Agreement"), and is subject to the terms and conditions
of the Debenture Purchase  Agreement,  including but not limited to registration
rights.  The terms of the Debenture  Purchase  Agreement are, by this reference,
incorporated  herein  and made a part  hereof.  Capitalized  terms  used and not
otherwise defined herein shall have the meanings set forth for such terms in the
Note Conversion Agreement.

     7. Adjustment to Conversion Price. The Conversion Price shall be subject to
adjustment from time to time as hereinafter provided in this Section 7:

          (a) If the Company at any time divides the  outstanding  Common Shares
     into a greater number of shares (whether  pursuant to a stock split,  stock
     dividend or otherwise),  and conversely,  if the outstanding  shares of its
     Common Shares are combined into a smaller number of shares,  the Conversion
     Price in effect  immediately prior to such division or combination shall be
     proportionately  adjusted to reflect the reduction or increase in the value
     of each such Common Share.

          (b) If any capital  reorganization or  reclassification of the capital
     stock of the  Company,  or  consolidation  or  merger of the  Company  with
     another corporation,  or the sale of all or substantially all of its assets
     to another  corporation shall be effected in such a way that holders of the
     Company's  Common Shares shall be entitled to receive stock,  securities or
     assets with respect to or in exchange  for such common  stock,  then,  as a
     condition of such reorganization,  reclassification,  consolidation, merger
     or sale,  the Holder  shall have the right to convert and receive  upon the
     basis and upon the terms and conditions  specified in this Debenture and in
     lieu of the Common Shares immediately theretofore acquirable and receivable
     upon the conversion of the rights represented hereby, such shares of stock,
     other  securities  or assets as would have been issued or  delivered to the
     Holder if Holder had converted  this Debenture and had received such shares
     of common stock immediately prior to such reorganization, reclassification,
     consolidation,

                                       4
<PAGE>


     merger or sale. The Company shall not effect any such consolidation, merger
     or sale unless prior to the consummation thereof the successor  corporation
     (if other than the Company)  resulting from such consolidation or merger or
     the corporation  purchasing such assets shall assume by written  instrument
     executed  and  mailed  to the  Holder  at the last  address  of the  Holder
     appearing  on the books of the  Company  the  obligation  to deliver to the
     Holder such shares of stock,  securities or assets as, in  accordance  with
     the foregoing provisions, the Holder may be entitled to purchase.

          (c) If the  Company  takes any  other  action,  or if any other  event
     occurs,  which does not come within the scope of the  provisions of Section
     3(a) or 3(b),  but which should result in an  adjustment in the  Conversion
     Price  and/or the number of shares  subject to this  Debenture  in order to
     fairly  protect  the  conversion  rights  of  the  Holder,  an  appropriate
     adjustment in such conversion rights shall be made by the Company.

          (d) Upon each  adjustment of the  Conversion  Price,  the Holder shall
     thereafter be entitled to purchase,  at the Conversion Price resulting from
     such  adjustment,   the  number  of  shares  obtained  by  multiplying  the
     Conversion  Price in effect  immediately  prior to such  adjustment  by the
     number of shares  purchasable  pursuant  hereto  immediately  prior to such
     adjustment  and  dividing  the  product  thereof  by the  Conversion  Price
     resulting from such adjustment.

          (e) Upon any  adjustment of the  Conversion  Price,  the Company shall
     give written  notice  thereof to the Holder  stating the  Conversion  Price
     resulting from such adjustment and the increase or decrease, if any, in the
     number  of shares  purchasable  at such  price  upon the  exercise  of this
     Debenture, setting forth in reasonable detail the method of calculation and
     the facts upon which such calculation is based.

     8. This Debenture shall be governed by and construed in accordance with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the  federal  courts  whose  districts  encompass  any  part of the  Southern
District of New York or the state courts of the State of New York sitting in New
York, New York in connection  with any dispute  arising under this Debenture and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

     9. The following shall constitute an "Event of Default":

          a.   The  Company  shall  default  in the  payment  of  principal  and
               interest on this  Debenture and same shall  continue for a period
               of three (3) days; or

          b.   Any of the  representations  or  warranties  made by the  Company
               herein  or in  the  Debenture  Purchase  Agreement  executed  and
               delivered in connection with the delivery of this Debenture shall
               be false or misleading in any material  respect at the time made;
               or

          c.   The  Company  fails to issue  Common  Shares to the  Holder or to
               cause its Transfer  Agent to issue Common Shares upon exercise by
               the Holder of the  conversion  rights of the Holder in accordance

                                       5
<PAGE>


               with the terms of this  Debenture,  fails to transfer or to cause
               its Transfer Agent to transfer any  certificate for Common Shares
               issued to the Holder upon  conversion  of this  Debenture  as and
               when required by this  Debenture,  and such transfer is otherwise
               lawful,  and any such failure shall continue uncured for five (5)
               business  days  after  written  notice  from the  Holder  of such
               failure;  or

          d.   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 Note  Conversion
               Agreement  or this  Debenture  and such  failure  shall  continue
               uncured  for a period of thirty  (30) days after  written  notice
               from the  Holder of such  failure;  or

          e.   The Company  shall (1) admit in writing its  inability to pay its
               debts  generally as they mature;  (2) make an assignment  for the
               benefit of creditors or commence proceedings for its dissolution;
               or (3) apply for or  consent  to the  appointment  of a  trustee,
               liquidator or receiver for its or for a  substantial  part of its
               property or  business;  or

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

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

          h.   Any money  judgment,  writ or warrant of  attachment,  or similar
               process in excess of One Hundred Thousand  ($100,000)  Dollars 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 sixty (60) days
               or in any event later than five (5) days prior to the date of any
               proposed  sale  thereunder;  or

          i.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or other  proceedings  for relief under any bankruptcy law or any
               law for the relief of debtors  shall be  instituted by or against
               the Company and, if instituted against the Company,  shall not be
               dismissed  within sixty (60) days after such  institution  or the
               Company shall by any action or answer  approve of, consent to, or

                                       6
<PAGE>


               acquiesce  in  any  such   proceedings   or  admit  the  material
               allegations  of, or default in answering a petition  filed in any
               such proceeding

Then, or at any time  thereafter,  and in each and every such case,  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,  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.

     10. Nothing  contained in this  Debenture  shall be construed as conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

     11. Any notice,  demand or request required or permitted to be given by the
Company  or the  Holder  pursuant  to the  terms of this  Debenture  shall be in
writing and shall be deemed given (i) when delivered personally or by verifiable
facsimile  transmission (with a hard copy to follow),  (ii) on the next Business
Day after timely delivery to an overnight  courier and (iii) on the Business Day
actually  received if deposited in the U.S. mail (certified or registered  mail,
return receipt requested, postage prepaid), addressed as follows:

                If to the Company:

                The Neptune Society, Inc.
                3500 W. Olive, Suite 1430
                Burbank, California 91505
                Attn: Rodney Bagley, Chief Financial Officer

                with a copy to:

                Dorsey & Whitney LLP
                US Bank Building Center
                1420 5th Avenue - Suite 400
                Seattle, WA 98101
                Attn: Randal R. Jones
                Tel: (206) 903-8814
                Fax: (206) 903-8820

and if to the Holder,  at such  address as the Holder shall have  furnished  the
Corporation in writing.

                                       7
<PAGE>


     IN WITNESS  WHEREOF,  the  Company  has caused  this  Debenture  to be duly
executed by an officer thereunto duly authorized.


Dated: March __, 2002

                                    The Neptune Society, Inc.


                                    By:______________________________________
                                       Name: Marco Markin
                                       Title:  Chief Executive Officer


Attest:



________________________


                                       8
<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

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

     The undersigned hereby irrevocably elects to convert $ ________________  of
the principal  amount of the above Debenture No. ___ into Shares of Common Stock
("Common Shares") of The Neptune Society,  Inc. (the "Company") according to the
conditions hereof, as of the date written below.

In connection  with the exercise,  the  undersigned  (the  "Holder")  covenants,
represents and warrants to the Company that:

     1.   Holder has such  knowledge  and  experience  in financial and business
          matters  as to be  capable  of  evaluating  the merits and risks of an
          investment  in the Common  Shares and it is able to bear the  economic
          risk of loss of its entire investment;

     2.   the Company has provided to Holder the  opportunity  to ask  questions
          and  receive  answers  concerning  the  terms  and  conditions  of the
          offering and Holder has had access to such information  concerning the
          Company  as  Holder  has   considered   necessary  or  appropriate  in
          connection  with  Holder's  investment  decision to acquire the Common
          Shares;

     3.   Holder is acquiring  the Common  Shares for Holder's own account,  for
          investment   purposes  only  and  not  with  a  view  to  any  resale,
          distribution  or other  disposition  of the Securities in violation of
          the United States securities laws;

     4.   unless   otherwise   notified  by  the  Company  in  writing,   Holder
          understands  that  the  Common  Shares  have  not been and will not be
          registered under the United States  Securities Act of 1933, as amended
          (the  "Securities  Act") or the  securities  laws of any  state of the
          United States and that the sale  contemplated  hereby is being made in
          reliance on an exemption from such registration requirements;

     5.   the Holder is not a "U.S. Person," as such term is defined by Rule 902
          of Regulation S under the Act (the definition of which  includes,  but
          is not limited to, an individual  resident in the United States and an
          estate or trust of which any  executor  or  administrator  or trustee,
          respectively,  is a U.S.  Person and any  partnership  or  corporation
          organized or incorporated under the laws of the United States);

     6.   the Holder was outside the United  States at the time of execution and
          delivery of this Notice of Conversion;

                                       9
<PAGE>

     7.   no offers  to  convert  the  Convertible  Debentures  were made by any
          person to the Holder while the Holder was in the United States;

     8.   the Common Shares are not being acquired,  directly or indirectly, for
          the  account  or  benefit  of a U.S.  Person or a person in the United
          States;

     9.   the Holder agrees not to engage in hedging transactions with regard to
          the Common Shares unless in compliance with the Securities Act; and

     10.  the Holder  acknowledges  and agrees with the Company that the Company
          shall refuse to register any transfer of the Common Shares not made in
          accordance   with  the   provisions   of  Regulation  S,  pursuant  to
          registration  under the  Securities  Act, or pursuant to an  available
          exemption from registration under the Securities Act

     11.  if Holder  decides to offer,  sell or  otherwise  transfer  any of the
          Common Shares,  Holder will not offer, sell or otherwise  transfer any
          of such Common Shares directly or indirectly, unless:

          (i)  the sale is to the Company;

          (ii) the sale is made  outside  the  United  States  in a  transaction
               meeting the  requirements  of Rule 904 of  Regulation S under the
               Securities Act and in compliance with  applicable  local laws and
               regulations;

          (iii)the sale is made pursuant to the exemption from the  registration
               requirements  under  the  Securities  Act  provided  by Rule  144
               thereunder and in accordance with any applicable state securities
               or "Blue Sky" laws; or

          (iv) the Common Shares are sold in a transaction that does not require
               registration  under the Securities  Act or any  applicable  state
               laws and regulations  governing the offer and sale of securities,
               and Holder  has prior to such sale  furnished  to the  Company an
               opinion of counsel reasonably satisfactory to the Company;

     7.   the  certificates  representing  the Common  Shares will bear a legend
          stating that such shares have not been registered under the Securities
          Act or the  securities  laws of any state of the United States and may
          not be offered for sale or sold unless registered under the Securities
          Act and the  securities  laws of all  applicable  states of the United
          States  or  an  exemption  from  such  registration   requirements  is
          available; and

     8.   Holder  consents to the Company making an appropriate  notation on its
          records or giving instructions to any transfer agent of the Company in
          order  to  implement  the  restrictions  on  transfer  set  forth  and
          described herein.

                                       10
<PAGE>

Dated this ______ day of __________________, 20 ____.


                                            ----------------------------------
                                            (Name of Holder - please print)

                                            By: ______________________________
                                                (Authorized Signature)

                                            ----------------------------------
                                            (Official Capacity or Title -
                                            please print)

                                            ----------------------------------
                                            (Please print name of individual
                                            whose signature appears above if
                                            different than the name of the
                                            Subscriber printed above)


Number of Shares Issuable
upon this conversion:
                     --------------------------------------------------

Name:
       --------------------------------------------------------

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

Phone:                              Facsimile:
      ---------------------                   -------------------------