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                                                                   EXHIBIT 10.6

                                                                      EXHIBIT A

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: MAY 6, 2004                                       $250,000


                            10% CONVERTIBLE DEBENTURE


         THIS DEBENTURE is one of a series of duly authorized and issued
Convertible Debentures of VisiJet, Inc., a Delaware corporation, having a
principal place of business at 192 Technology, Suite Q, Irvine, California 92618
(the "COMPANY"), designated as its 10% Convertible Debenture, due at the earlier
of 105 days from the Original Issue Date or 10 Business Days after the Effective
Date (the "DEBENTURES").

         FOR VALUE RECEIVED, the Company promises to pay to ROCK II, LLC, or its
registered assigns (the "HOLDER"), the principal sum of $250,000 on the earlier
of 105 days from the Original Issue Date or 10 Business Days after the Effective
Date or such earlier date as the Debentures are required or permitted to be
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 10% per annum. Interest shall cease to accrue with
respect to any principal amount converted, provided that the Company in fact
delivers the Underlying Shares within the time period required by Section
4(b)(i). 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 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) ("LATE FEE") which will accrue daily, from the date such
interest is due hereunder through and including the date of payment. THIS
DEBENTURE MAY BE PREPAID IN WHOLE OR IN PART AT ANY TIME WITHOUT PREMIUM OR
PENALTY.



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         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 applicable federal and state securities laws and regulations. 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 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 (A) the principal
                  amount of any Debenture, or (B) interest (including Late Fees)
                  on, or liquidated damages in respect of, any Debenture, in
                  each case free of any claim of subordination, as and when the
                  same shall become due and payable (whether on a Conversion
                  Date or the Maturity Date or by acceleration or otherwise)
                  which default, solely in the case of an interest payment or
                  other default under clause (B) above, is not cured, within 3
                  Trading Days;

                           ii) the Company shall fail to observe or perform any
                  other covenant or agreement contained in this Debenture or any
                  of the other Transaction Documents (other than a breach by the
                  Company of its obligations to deliver shares of Common Stock
                  to the Holder upon conversion which breach is addressed in
                  clause (xii) below) which failure is not cured, if possible to
                  cure, within the earlier to occur of (A) 5 Trading Days after
                  notice of such default sent by the Holder or by any other
                  Holder and (B) 10 Trading Days after the Company shall become
                  or should have become aware of such failure;

                           iii) a default or event of default (subject to any
                  grace or cure period provided for in the applicable agreement,
                  document or instrument) shall occur under (A) any of the
                  Transaction Documents other than the Debentures, or (B) any

                                      -2-


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                  other material agreement, lease, document or instrument to
                  which the Company or any Subsidiary is bound;

                           iv) any representation or warranty made herein, in
                  any other Transaction Document, in any written statement
                  pursuant hereto or thereto, or in any other report, financial
                  statement or certificate made or delivered to the Holder or
                  any other holder of Debentures shall be untrue or incorrect in
                  any material respect as of the date when made or deemed made;

                           v) the Company or any of its subsidiaries shall
                  commence, or there shall be commenced against the Company or
                  any such subsidiary a case under any applicable bankruptcy or
                  insolvency laws as now or hereafter in effect or any successor
                  thereto, or the Company or any Subsidiary 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 subsidiary
                  thereof or there is commenced against the Company or any
                  subsidiary thereof any such bankruptcy, insolvency or other
                  proceeding which remains undismissed for a period of 60 days;
                  or the Company or any subsidiary thereof 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 subsidiary thereof 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 subsidiary thereof
                  makes a general assignment for the benefit of creditors; or
                  the Company 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 subsidiary thereof
                  shall call a meeting of its creditors with a view to arranging
                  a composition, adjustment or restructuring of its debts; or
                  the Company or any subsidiary thereof 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 subsidiary thereof
                  for the purpose of effecting any of the foregoing;

                           vi) the Company or any Subsidiary shall default in
                  any of its obligations under any mortgage, credit agreement or
                  other facility, indenture agreement, factoring agreement 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
                  $50,000, 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;

                                      -3-


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                           vii) the Common Stock shall not be eligible for
                  quotation on or quoted for trading on a Trading Market and
                  shall not again be eligible for and quoted or listed for
                  trading thereon within five Trading Days;

                           viii) the Company shall be a party to any Change of
                  Control Transaction, shall agree to sell or dispose of all or
                  in excess of 33% of its assets in one or more transactions
                  (whether or not such sale would constitute a Change of Control
                  Transaction) or shall redeem or repurchase more than a de
                  minimis number of its outstanding shares of Common Stock or
                  other equity securities of the Company (other than redemptions
                  of Underlying Shares and repurchases of shares of Common Stock
                  or other equity securities of departing officers and directors
                  of the Company; provided such repurchases shall exceed
                  $50,000, in the aggregate, for all officers and directors
                  during the term of this Debenture);

                           ix) a Registration Statement shall not have been
                  declared effective by the Commission on or prior to the 150th
                  calendar day after the Closing Date or any other Event (as
                  defined in the Registration Rights Agreement) shall have
                  occurred;

                           x) if, during the Effectiveness Period (as defined in
                  the Registration Rights Agreement), 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 15
                  consecutive Trading Days or 25 non-consecutive Trading Days
                  during any 12 month period; PROVIDED, HOWEVER, that in the
                  event that the Company is negotiating a merger, consolidation,
                  acquisition or sale of all or substantially all of its assets
                  or a similar transaction and in the written opinion of counsel
                  to the Company, the Registration Statement, would be required
                  to be amended to include information concerning such
                  transactions or the parties thereto that is not available or
                  may not be publicly disclosed at the time, the Company shall
                  be permitted an additional 10 consecutive Trading Days during
                  any 12 month period relating to such an event;

                           xi) an Event (as defined in the Registration Rights
                  Agreement) shall not have been cured to the satisfaction of
                  the Holder prior to the expiration of thirty days from the
                  Event Date (as defined in the Registration Rights Agreement)
                  relating thereto (other than an Event resulting from a failure
                  of an Registration Statement to be declared effective by the
                  Commission on or prior to the Effectiveness Date (as defined
                  in the Registration Rights Agreement), which shall be covered
                  by Section 3(a)(vii));

                           xii) the Company shall fail for any reason to deliver
                  certificates to a Holder prior to the fifth Trading Day after
                  a Conversion Date pursuant to and in accordance with Section
                  4(b) or the Company shall provide notice to the Holder,

                                      -4-


<PAGE>

                  including by way of public announcement, at any time, of its
                  intention not to comply with requests for conversions of any
                  Debentures in accordance with the terms hereof; or

                           (xiii) the Company shall fail for any reason to
                  deliver the payment in cash pursuant to a Buy-In (as defined
                  herein) within five days after notice thereof is delivered
                  hereunder.

                  b) If any Event of Default occurs, the full principal amount
         of this Debenture, together with interest and other amounts owing in
         respect thereof, to the date of acceleration shall become, at the
         Holder's election, immediately due and payable in cash or shares of
         Common Stock as provided in Section 4. The aggregate amount payable
         upon an Event of Default shall be equal to the Mandatory Prepayment
         Amount. Commencing 5 days after the occurrence of any Event of Default
         that results in the eventual acceleration of this Debenture, the
         interest rate on this Debenture shall accrue at the rate of 18% per
         annum, or such lower maximum amount of interest permitted to be charged
         under applicable law. All Debentures for which the full Mandatory
         Prepayment Amount 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 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 and the
         Holder shall have all rights as a Debenture holder until such time, if
         any, as the full payment under this Section shall have been received by
         it. No such rescission or annulment shall affect any subsequent Event
         of Default or impair any right consequent thereon.


         SECTION 4. CONVERSION; PLEDGED SHARES.

                  a) i) From and after the occurrence of an Event of Default,
                  this Debenture shall be convertible into shares of Common
                  Stock at the option of the Holder, in whole or in part at any
                  time and from time to time (subject to the limitations on
                  conversion set forth in Section 4(a)(ii) and 4(h) hereof). The
                  Holder shall effect conversions by delivering to the Company
                  the form of Notice of Conversion attached hereto as ANNEX A (a
                  "NOTICE OF CONVERSION"), specifying therein the principal
                  amount of Debentures to be converted and the date on which
                  such conversion is to be effected (a "CONVERSION DATE"). If no
                  Conversion Date is specified in a Notice of Conversion, the
                  Conversion Date shall be the date that such Notice of
                  Conversion is provided hereunder. To effect conversions
                  hereunder, the Holder shall not be required to physically
                  surrender Debentures to the Company unless the entire
                  principal amount of this Debenture plus all accrued and unpaid
                  interest thereon has been so converted. Conversions hereunder
                  shall have the effect of lowering the outstanding principal
                  amount of this Debenture in an amount equal to the applicable

                                      -5-


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                  conversion. The Holder and the Company shall maintain records
                  showing the principal amount converted and the date of such
                  conversions. The Company shall deliver any objection to any
                  Notice of Conversion within 1 Business Day of receipt of such
                  notice. In the event of any dispute or discrepancy, the
                  records of the Holder shall be controlling and determinative
                  in the absence of manifest error. The Holder and any assignee,
                  by acceptance of this Debenture, acknowledge and agree that,
                  by reason of the provisions of this paragraph, following
                  conversion of a portion of this Debenture, the unpaid and
                  unconverted principal amount of this Debenture may be less
                  than the amount stated on the face hereof.

                           ii) CONVERSION LIMITATIONS.

                                    (A) Reserved.

                                    (B) The Company shall not effect any
                           conversion of this Debenture, and the Holder shall
                           not have the right to convert any portion of this
                           Debenture, pursuant to Section 4(a)(i) or otherwise,
                           to the extent that after giving effect to such
                           conversion, the Holder (together with the Holder's
                           affiliates), as set forth on the applicable Notice of
                           Conversion, would beneficially own in excess of 4.99%
                           of the number of shares of the Common Stock
                           outstanding immediately after giving effect to such
                           conversion. For purposes of the foregoing sentence,
                           the number of shares of Common Stock beneficially
                           owned by the Holder and its affiliates shall include
                           the number of shares of Common Stock issuable upon
                           conversion of this Debenture with respect to which
                           the determination of such sentence is being made, but
                           shall exclude the number of shares of Common Stock
                           which would be issuable upon (A) conversion of the
                           remaining, nonconverted portion of this Debenture
                           beneficially owned by the Holder or any of its
                           affiliates and (B) exercise or conversion of the
                           unexercised or nonconverted portion of any other
                           securities of the Company (including, without
                           limitation, any other Debentures or the Warrants)
                           subject to a limitation on conversion or exercise
                           analogous to the limitation contained herein
                           beneficially owned by the Holder or any of its
                           affiliates. Except as set forth in the preceding
                           sentence, for purposes of this Section 4(a)(ii),
                           beneficial ownership shall be calculated in
                           accordance with Section 13(d) of the Exchange Act. To
                           the extent that the limitation contained in this
                           section applies, the determination of whether this
                           Debenture is convertible (in relation to other
                           securities owned by the Holder) and of which a
                           portion of this Debenture is convertible shall be in
                           the sole discretion of such Holder. To ensure
                           compliance with this restriction, the Holder will be
                           deemed to represent to the Company each time it
                           delivers a Notice of Conversion that such Notice of
                           Conversion has not violated the restrictions set
                           forth in this paragraph and the Company shall have no

                                      -6-


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                           obligation to verify or confirm the accuracy of such
                           determination. For purposes of this Section 4(a)(ii),
                           in determining the number of outstanding shares of
                           Common Stock, the Holder may rely on the number of
                           outstanding shares of Common Stock as reflected in
                           (x) the Company's most recent Form 10-Q or Form 10-K,
                           as the case may be, (y) a more recent public
                           announcement by the Company or (z) any other notice
                           by the Company or the Company's Transfer Agent
                           setting forth the number of shares of Common Stock
                           outstanding. Upon the written or oral request of the
                           Holder, the Company shall within two Trading Days
                           confirm orally and in writing to the Holder the
                           number of shares of Common Stock then outstanding. In
                           any case, the number of outstanding shares of Common
                           Stock shall be determined after giving effect to the
                           conversion or exercise of securities of the Company,
                           including this Debenture, by the Holder or its
                           affiliates since the date as of which such number of
                           outstanding shares of Common Stock was reported. The
                           provisions of this Section 4(a)(ii) may be waived by
                           the Holder upon, at the election of the Holder, not
                           less than 61 days' prior notice to the Company, and
                           the provisions of this Section 4(a)(ii)(B) shall
                           continue to apply until such 61st day (or such later
                           date, as determined by the Holder, as may be
                           specified in such notice of waiver).

                           iii) UNDERLYING SHARES ISSUABLE UPON CONVERSION OF
                  PRINCIPAL AMOUNT. The number of shares of Common Stock
                  issuable upon a conversion shall be determined by the quotient
                  obtained by dividing (x) the outstanding principal amount of
                  this Debenture to be converted by (y) the Set Price.

                  (b) i) Not later than three Trading Days after any Conversion
                  Date, the Company will deliver to the Holder a certificate or
                  certificates representing the Underlying Shares which shall be
                  free of restrictive legends and trading restrictions (other
                  than those required by the Purchase Agreement) representing
                  the number of shares of Common Stock being acquired upon the
                  conversion of Debentures (including, if so timely elected by
                  the Company, shares of Common Stock representing the payment
                  of accrued interest). The Company shall, if available and if
                  allowed under applicable securities laws, 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.
                  If in the case of any Notice of Conversion such certificate or
                  certificates are not delivered to or as directed by the
                  applicable Holder by the fifth 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.

                                      -7-


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                           ii) If the Company fails for any reason to deliver to
                  the Holder such certificate or certificates pursuant to
                  Section 4(b)(i) by the third Trading Day after the Conversion
                  Date, 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, $50 per Trading Day
                  (increasing to $100 per Trading Day after 3 Trading Days after
                  such damages begin to accrue and increasing to $200 per
                  Trading Day 6 Trading Days after such after such damages begin
                  to accrue) for each Trading Day after such third Trading Day
                  until such certificates are delivered. The Company's
                  obligations to issue and deliver the Underlying Shares upon
                  conversion of this Debenture in accordance with the terms
                  hereof are absolute and unconditional, irrespective of any
                  action or inaction by the Holder to enforce the same, any
                  waiver or consent with respect to any provision hereof, the
                  recovery of any judgment against any Person or any action to
                  enforce the same, or any setoff, counterclaim, recoupment,
                  limitation or termination, or any breach or alleged breach by
                  the Holder or any other Person of any obligation to the
                  Company or any violation or alleged violation of law by the
                  Holder or any other person, and irrespective of any other
                  circumstance which might otherwise limit such obligation of
                  the Company to the Holder in connection with the issuance of
                  such Underlying Shares; PROVIDED, HOWEVER, such delivery shall
                  not operate as a waiver by the Company of any such action the
                  Company may have against the Holder. In the event a Holder of
                  this Debenture shall elect to convert any or all of the
                  outstanding principal amount hereof, the Company may not
                  refuse conversion based on any claim that the Holder or any
                  one associated or affiliated with the Holder of has been
                  engaged in any violation of law, agreement or for any other
                  reason, unless, an injunction from a court, on notice,
                  restraining and or enjoining conversion of all or part of this
                  Debenture shall have been sought and obtained and the Company
                  posts a surety bond for the benefit of the Holder in the
                  amount of 150% of the principal amount of this Debenture
                  outstanding, which is subject to the injunction, which bond
                  shall remain in effect until the completion of
                  arbitration/litigation of the dispute and the proceeds of
                  which shall be payable to such Holder to the extent it obtains
                  judgment. In the absence of an injunction precluding the same,
                  the Company shall issue Conversion Shares or, if applicable,
                  cash, upon a properly noticed 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 Conversion Shares 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.

                  (c) i) THE CONVERSION PRICE IN EFFECT ON ANY CONVERSION DATE
                  SHALL BE EQUAL TO THE LESSER OF $0.90 (SUBJECT TO ADJUSTMENT
                  HEREIN)(THE "SET PRICE") OR THE AVERAGE VWAP FOR THE 10
                  TRADING DAYS IMMEDIATELY PRECEDING SUCH CONVERSION DATE.

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<PAGE>

                           ii) If the Company, at any time while the Debentures
                  are 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 (which, for avoidance of
                  doubt, shall not include any shares of Common Stock issued by
                  the Company pursuant to this Debenture, including as interest
                  thereon), (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.

                             iii) If the Company or any subsidiary thereof, as
                  applicable, at any time while Debentures are outstanding,
                  shall offer, sell, grant any option to purchase or offer, sell
                  or grant any right to reprice its securities, or otherwise
                  dispose of or issue (or announce any offer, sale, grant or any
                  option to purchase or other disposition) any Common Stock or
                  Common Stock Equivalents entitling any Person to acquire
                  shares of Common Stock, at an effective price per share less
                  than the then Set Price ("DILUTIVE ISSUANCE"), as adjusted
                  hereunder (if the holder of the Common Stock or Common Stock
                  Equivalents 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 per share which is issued in
                  connection with such issuance, be entitled to receive shares
                  of Common Stock at an effective price per share which is 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 reduced to equal the effective conversion, exchange
                  or purchase price for such Common Stock or Common Stock
                  Equivalents (including any reset provisions thereof) at issue.
                  Such adjustment shall be made whenever such Common Stock or
                  Common Stock Equivalents are issued. The Company shall notify
                  the Holder in writing, no later than the business day
                  following the issuance of any Common Stock or Common Stock
                  Equivalents subject to this section, indicating therein the
                  applicable issuance price, or of applicable reset price,
                  exchange price, conversion price and other pricing terms.

                                      -9-


<PAGE>

                           iv) If the Company, at any time while Debentures are
                  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 shall be
                  determined by multiplying such 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
                  Holders 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.

                           v) 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. For purposes of this Section 4, the number of
                  shares of Common Stock outstanding as of a given date shall be
                  the sum of the number of shares of Common Stock (excluding
                  treasury shares, if any) outstanding.

                           vi) Whenever the Set Price is adjusted pursuant to
                  any of Section 4(c)(ii) - (v), 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. If the Company issues a variable
                  rate security, despite the prohibition thereon in the Purchase
                  Agreement, the Company shall be deemed to have issued Common
                  Stock or Common Stock Equivalents at the lowest possible
                  conversion or exercise price at which such securities may be
                  converted or exercised in the case of a Variable Rate
                  Transaction (as defined in the Purchase Agreement), or the
                  lowest possible adjustment price in the case of an MFN
                  Transaction (as defined in the Purchase Agreement).

                           vii) If (A) the Company shall declare a dividend (or
                  any other distribution) on the Common Stock; (B) the Company
                  shall declare a special nonrecurring cash dividend on or a
                  redemption of the Common Stock; (C) 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; (D) 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, of any compulsory share exchange whereby the
                  Common Stock is converted into other securities, cash or

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<PAGE>

                  property; (E) 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 Holders at their 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 (x) 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 the holders of the
                  Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) 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. Holders are entitled
                  to convert Debentures during the 20-day period commencing the
                  date of such notice to the effective date of the event
                  triggering such notice.

                           viii) If, at any time while this Debenture is
                  outstanding, (A) the Company effects any merger or
                  consolidation of the Company with or into another Person, (B)
                  the Company effects any sale of all or substantially all of
                  its assets in one or a series of related transactions, (C) any
                  tender offer or exchange offer (whether by the Company or
                  another Person) is completed pursuant to which holders of
                  Common Stock are permitted to tender or exchange their shares
                  for other securities, cash or property, or (D) the Company
                  effects any reclassification of the Common Stock or any
                  compulsory share exchange pursuant to which the Common Stock
                  is effectively converted into or exchanged for other
                  securities, cash or property (in any such case, a "FUNDAMENTAL
                  TRANSACTION"), then upon any subsequent conversion of this
                  Debenture, the Holder shall have the right to receive, for
                  each Underlying Share that would have been issuable upon such
                  conversion absent such Fundamental Transaction, the same kind
                  and amount of securities, cash or property as it would have
                  been entitled to receive upon the occurrence of such
                  Fundamental Transaction if it had been, immediately prior to
                  such Fundamental Transaction, the holder of one share of
                  Common Stock (the "ALTERNATE CONSIDERATION"). For purposes of
                  any such conversion, the determination of the Set Price shall
                  be appropriately adjusted to apply to such Alternate
                  Consideration based on the amount of Alternate Consideration
                  issuable in respect of one share of Common Stock in such
                  Fundamental Transaction, and the Company shall apportion the
                  Set Price among the Alternate Consideration in a reasonable
                  manner reflecting the relative value of any different

                                      -11-


<PAGE>

                  components of the Alternate Consideration. If holders of
                  Common Stock are given any choice as to the securities, cash
                  or property to be received in a Fundamental Transaction, then
                  the Holder shall be given the same choice as to the Alternate
                  Consideration it receives upon any conversion of this
                  Debenture following such Fundamental Transaction. To the
                  extent necessary to effectuate the foregoing provisions, any
                  successor to the Company or surviving entity in such
                  Fundamental Transaction shall issue to the Holder a new
                  debenture consistent with the foregoing provisions and
                  evidencing the Holder's right to convert such debenture into
                  Alternate Consideration. The terms of any agreement pursuant
                  to which a Fundamental Transaction is effected shall include
                  terms requiring any such successor or surviving entity to
                  comply with the provisions of this paragraph (c) and insuring
                  that this Debenture (or any such replacement security) will be
                  similarly adjusted upon any subsequent transaction analogous
                  to a Fundamental Transaction.

                           ix) Notwithstanding the foregoing, no adjustment will
                  be made under this paragraph (c) in respect of an Exempt
                  Issuances.

                  (d) 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 the
         Debentures and payment of interest on the Debenture, each as herein
         provided, free from preemptive rights or any other actual contingent
         purchase rights of persons other than the Holders, 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(b)) upon the conversion
         of the outstanding principal amount of the Debentures 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 and fully paid, nonassessable and, if the
         Registration Statement is then effective under the Securities Act,
         registered for public sale in accordance with such Registration
         Statement.

                  (e) 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.

                  (f) The issuance of certificates for shares of the Common
         Stock on conversion of the Debentures shall be made without charge to
         the Holders thereof 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

                                      -12-


<PAGE>

         that of the Holder of such Debentures so converted 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.

                  (g) Any and all notices or other communications or deliveries
         to be provided by the Holders hereunder, including, without limitation,
         any Notice of Conversion, shall be in writing and delivered personally,
         by facsimile, sent by a nationally recognized overnight courier
         service, addressed to the Company, at the address set forth above,
         facsimile number (949) 453-9652, ATTN: LAURENCE SCHREIBER 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 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 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 5:30 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 5:30 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 second Business Day following the date of
         mailing, 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.

                  (h) In addition to the foregoing, this Debenture is secured by
         the Holder's pro rata portion of the Pledged Shares, as provided in the
         Pledge Agreement; PROVIDED, HOWEVER, that the Holder shall only have
         the conversion rights set forth in Section 4(a) above to the extent the
         net cash proceeds from the sale by the Holder of the Pledged Shares is
         less than the aggregate of all amounts due hereunder at the time of
         such sale.

         SECTION 5. DEFINITIONS. For the purposes hereof, in addition to the
terms defined elsewhere in this Debenture: (a) capitalized terms not otherwise
defined herein have the meanings given to such terms in the Purchase Agreement,
and (b) the following terms shall have the following meanings:

                                      -13-


<PAGE>

                  "BUSINESS DAY" means any day except Saturday, Sunday and any
         day which shall be a federal legal holiday in the United States or a
         day on which banking institutions in the State of New York are
         authorized or required by law or other government action to close.

                  "CHANGE OF CONTROL TRANSACTION" means the occurrence after the
         date hereof 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 33% of the voting securities
         of the Company, or (ii) a replacement at one time or within a three
         year period 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), or (iii) the execution by the Company of an agreement
         to which the Company is a party or by which it is bound, providing for
         any of the events set forth above in (i) or (ii).

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means the common stock, $0.001 par value per
         share, of the Company and stock of any other class into which such
         shares may hereafter have been reclassified or changed.

                  "CONVERSION DATE" shall have the meaning set forth in Section
         4(a)(i) hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended.

                  "LATE FEES" shall have the meaning set forth in the second
         paragraph to this Debenture.

                  "MANDATORY PREPAYMENT AMOUNT" for any Debentures shall equal
         the sum of (i) the greater of: (A) 130% of the principal amount of
         Debentures to be prepaid, plus all accrued and unpaid interest thereon,
         or (B) the principal amount of Debentures to be prepaid, plus all other
         accrued and unpaid interest hereon, divided by the Set Price on (x) the
         date the Mandatory Prepayment Amount is demanded or otherwise due or
         (y) the date the Mandatory Prepayment Amount is paid in full, whichever
         is less, multiplied by the VWAP on (x) the date the Mandatory
         Prepayment Amount is demanded or otherwise due or (y) the date the
         Mandatory Prepayment Amount is paid in full, whichever is greater, and
         (ii) all other amounts, costs, expenses and liquidated damages due in
         respect of such Debentures.

                                      -14-


<PAGE>

                  "ORIGINAL ISSUE DATE" shall mean the date of the first
         issuance of the Debentures regardless of the number of transfers of any
         Debenture and regardless of the number of instruments which may be
         issued to evidence such Debenture.

                  "PERSON" means a corporation, an association, a partnership,
         organization, a business, an individual, a government or political
         subdivision thereof or a governmental agency.

                  "PURCHASE AGREEMENT" means the Securities Purchase Agreement,
         dated as of May 6, 2004, to which the Company and the original Holder
         are parties, as amended, modified or supplemented from time to time in
         accordance with its terms.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
         Agreement, dated as of the date of the Purchase Agreement, to which the
         Company and the original Holder are parties, as amended, modified or
         supplemented from time to time in accordance with its terms.

                  "REGISTRATION STATEMENT" means a registration statement
         meeting the requirements set forth in the Registration Rights
         Agreement, covering among other things the resale of the Underlying
         Shares and naming the Holder as a "selling stockholder" thereunder.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "SET PRICE" shall have the meaning set forth in Section
         4(c)(i).

                  "TRADING DAY" means (a) a day on which the shares of Common
         Stock are traded on a Trading Market on which the shares of Common
         Stock are then listed or quoted, or (b) if the shares of Common Stock
         are not quoted on a Trading Market, a day on which the shares of Common
         Stock are quoted in the over-the-counter market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); PROVIDED, that in
         the event that the shares of Common Stock are not listed or quoted as
         set forth in (a), (b) and (c) hereof, then Trading Day shall mean a
         Business Day.

                  "TRANSACTION DOCUMENTS" shall have the meaning set forth in
         the Purchase Agreement.

                  "UNDERLYING SHARES" means the shares of Common Stock issuable
         upon conversion of Debentures or as payment of interest in accordance
         with the terms hereof.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average

                                      -15-


<PAGE>

         price of the Common Stock for such date (or the nearest preceding date)
         on the Trading Market on which the Common Stock is then listed or
         quoted as reported by Bloomberg Financial L.P. (based on a trading day
         from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the
         Common Stock is not then listed or quoted on a Trading Market and if
         prices for the Common Stock are then quoted on the OTC Bulletin Board,
         the volume weighted average price of the Common Stock for such date (or
         the nearest preceding date) on the OTC Bulletin Board; (c) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then reported in the "Pink Sheets"
         published by the National Quotation Bureau Incorporated (or a similar
         organization or agency succeeding to its functions of reporting
         prices), the most recent bid price per share of the Common Stock so
         reported; or (d) in all other cases, the fair market value of a share
         of Common Stock as determined by an independent appraiser selected in
         good faith by the Purchasers and reasonably acceptable to the Company.

         SECTION 6. RESERVED.

         SECTION 7. 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 debt 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, (a) amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the
Holder; (b) repay, repurchase or offer to repay, repurchase or otherwise acquire
more than a DE MINIMIS number of shares of its Common Stock or other equity
securities other than as to the Underlying Shares to the extent permitted or
required under the Transaction Documents or as otherwise permitted by the
Transaction Documents; or (c) enter into any agreement with respect to any of
the foregoing.

         SECTION 8. 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.

         SECTION 9. So long as any portion of this Debenture is outstanding, the
Company will not and will not permit any of its subsidiaries to, directly or
indirectly, enter into, create, incur, assume or suffer to exist any
indebtedness or liens of any kind, on or with respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom that is senior to, or PARI PASSU with, in any respect, the
Company's obligations under the Debentures without the prior consent of the
Holder.

                                      -16-


<PAGE>

         SECTION 10. All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by any of the Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts sitting in the City of New York, Borough of Manhattan (the "NEW
YORK COURTS"). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), 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 such New York Courts are improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party 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. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Debenture or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of this Debenture,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorneys fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

         SECTION 11. 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 12. 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 violates
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

                                      -17-


<PAGE>

would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Debenture 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 impeded 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 13. Whenever any payment or other obligation hereunder shall be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.


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

                                      -18-


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Convertible Debenture
to be duly executed by a duly authorized officer as of the date first above
indicated.


                                          VISIJET, INC.


                                          By:  /S/ LAURENCE M. SCHREIBER
                                               -------------------------------
                                               Name: Laurence M. Schreiber
                                               Title: Executive Vice President

                                      -19-


<PAGE>

                                     ANNEX A

                              NOTICE OF CONVERSION


The undersigned hereby elects to convert principal under the 10% Convertible
Debenture of VisiJet, Inc., a Delaware corporation (the "Company"), due on the
earlier of 105 days from the Original Issue Date or 10 Business Days after the
Effective Date or such earlier date as the Debentures are required or permitted
to be repaid as provided in the Debentures, into shares of common stock, $0.001
par value per share (the "COMMON STOCK"), of 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 the 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.

By the delivery of this Notice of Conversion the undersigned represents and
warrants to the Company that its ownership of the Company's Common Stock does
not exceed the amounts determined in accordance with Section 13(d) of the
Exchange Act, specified under Section 4 of this Debenture.

The undersigned agrees to comply with the prospectus delivery requirements under
the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.

Conversion calculations:
                               Date to Effect Conversion:

                               Principal Amount of Debentures to be Converted:

                               Payment of Interest in Common Stock __ yes  __ no
                                        If yes, $_____ of Interest Accrued on
                                        Account of Conversion at Issue.

                               Number of shares of Common Stock to be issued:


                               Signature:

                               Name:

                               Address:

                                      -20-


<PAGE>

                                   SCHEDULE 1

                               CONVERSION SCHEDULE

10% Convertible Debentures due on on the earlier of 105 days from the Original
Issue Date or 10 Business Days after the Effective Date or such earlier date as
the Debentures are required or permitted to be repaid as provided in the
Debentures, in the aggregate principal amount of $____________ issued by
VisiJet, Inc. This Conversion Schedule reflects conversions made under Section 4
of the above referenced Debenture.

                                              Dated:

<TABLE>
<CAPTION>
<S>     <C>
------------------------------- ------------------------- ----------------------- ------------------------
                                                           Aggregate Principal
                                                             Amount Remaining
      Date of Conversion                                      Subsequent to
     (or for first entry,                                      Conversion
     Original Issue Date)          Amount of Conversion       (or original            Company Attest
                                                            Principal Amount)
------------------------------- ------------------------- ----------------------- ------------------------


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


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


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


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


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


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

                                                   -21-
</TABLE>