<PAGE>   1

                                                                   EXHIBIT 4.2


                            7% CONVERTIBLE DEBENTURE


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


ISSUANCE DATE:                                                   March 21, 2000
DUE DATE                                                         March 21, 2003
PRINCIPAL AMOUNT:                                                $1,000,000.00
DEBENTURE NUMBER:                                                DB-1


         FOR VALUE RECEIVED, Thrift Management, Inc., a Florida corporation with
its principal executive office located at 3141 West Hallandale Beach Boulevard,
Hallandale, Florida 33009 (the "Company") hereby promises to pay to James R.
Scott or registered assigns (the "Holder") on March 21, 2003 (the "Maturity
Date"), the principal amount of One Million Dollars and No Cents
($1,000,000.00), and to pay interest on the principal amount hereof, in such
amounts, at such times and on such terms and conditions as are specified herein.

         This Debenture is one of a series of 7% Convertible Debentures of the
Company (collectively, the "Debentures") being sold by the Company in a "best
efforts" private placement (the "Offering"), pursuant to Subscription Agreements
dated the date hereof between the Company and each purchaser of a Debenture,
including the Holder (the "Subscription Agreement").

ARTICLE 1. INTEREST

         The Company shall pay interest on the unpaid principal amount of this
Debenture (the "Debenture") at the rate of seven (7%) percent per annum, payable
at the time of each conversion, with respect to the principal amount of the
Debenture being converted, until the principal amount hereof is paid in full or
has been converted. Interest shall be computed on the basis of a 360 day year of
twelve (12), thirty (30) day months. Each payment shall be paid in cash or in
freely trading shares of common stock, par value $.01, of the Company (the
"Common Stock"), at the Company's option. If the interest is to be paid in cash,
the Company shall make such payment within five (5) business days of the
"Conversion Date" as that term is defined in




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Section 3.2(b). If the interest is to be paid in Common Stock, said Common Stock
shall be delivered to the Holder, or per the Holder's instructions, within five
(5) business days of the date of conversion. If such interest is paid in shares
of Common Stock, then the number of shares of Common Stock to be issued on
account of the accrued interest shall be equal to the amount of the interest
owed divided by the lower of (i) 80% of the average closing bid price of the
Common Stock for the five (5) consecutive trading days prior to the date of
issuance of the Debentures (as reported by Bloomberg, L.P.), and (ii) 80% of the
average closing bid price (as reported by Bloomberg, L.P.) for the five (5)
consecutive trading days preceding the Conversion Date (as hereinafter defined);
provided, however, that notwithstanding anything to the contrary provided herein
or elsewhere, the 80% discount factor utilized to determine the number of shares
of Common stock to be issued on account of the accrued interest will be reduced
by 2% for each $100,000 principal amount of Debentures sold by the Company in
excess of an aggregate principal amount of $1,000,000 (e.g., the discount factor
will be 78% if $1,100,000 principal amount of Debentures is sold). The
Debentures are subject to automatic conversion at the end of three (3) years
from the date of issuance at which time all Debentures outstanding will be
automatically converted based upon the formula set forth in Section 3.2. The
closing of the sale of the Debentures shall be deemed to have occurred on the
date the funds are received by the Company (the "Closing Date").

ARTICLE 2. METHOD OF PAYMENT

         This Debenture must be surrendered to the Company in order for the
Holder to receive payment of the principal amount hereof. The Company shall have
the option of paying the interest on this Debenture in United States dollars or
in shares of Common Stock upon conversion pursuant to Article 1 hereof. The
Company may draw a check for the payment of interest to the order of the Holder
of this Debenture and mail it to the Holder's address as shown on the Register
(as defined in Section 7.2 below). Interest and principal payments shall be
subject to withholding under applicable United States Federal Internal Revenue
Service Regulations.

ARTICLE 3. CONVERSION

         Section 3.1  CONVERSION PRIVILEGE

         (a) The Holder of this Debenture shall have the right, at its sole
option, to convert it into shares of Common Stock, at any time or from time to
time in whole or in part which is before the close of business on the Maturity
Date, except as set forth in Section 3.1(c) below. The number of shares of
Common Stock issuable upon the conversion of this Debenture is determined
pursuant to Section 3.2 and rounding the result to the nearest whole share.

         (b) Less than all of the principal amount of this Debenture may be
converted into Common Stock if the portion converted is $5,000 or a whole
multiple of $5,000 and the provisions of this Article 3 that apply to the
conversion of all of the Debenture shall also apply to the conversion of a
portion of it. This Debenture may not be converted, whether in whole or in part,
except in accordance with Article 3.



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<PAGE>   3


         (c) In the event all or any portion of this Debenture remains
outstanding on the third (3rd) anniversary of the date hereof, the unconverted
portion of such Debenture will automatically be converted into shares of Common
Stock on such date in the manner set forth in Section 3.2.

         Section 3.2.  CONVERSION PROCEDURE

         (a) DEBENTURES. Upon the Company's receipt of a facsimile or original
of the Holder's signed Notice of Conversion and the original Debenture to be
converted, the Company shall instruct the transfer agent to issue one or more
Stock Certificates representing that number of shares of Common Stock into which
the Debenture, or portion thereof, is convertible in accordance with the
provisions regarding conversion set forth in the conversion notice. The Company
or its counsel shall act as Registrar and shall maintain an appropriate ledger
containing the necessary information with respect to each Debenture.

         (b) CONVERSION DATE. At the option of the Holder the face amount of the
Debentures, plus accrued interest at the option of the Company, may be converted
at any time or from time to time in whole or in part after the Closing Date.
Such conversion shall be effectuated by surrendering to the Company, or its
attorney, this Debenture to be converted together with a facsimile or original
of the signed Notice of Conversion which evidences the Holder's intention to
convert the Debenture indicated. The date on which the Notice of Conversion is
effective ("Conversion Date") shall be deemed to be the date on which the Holder
has delivered to the Company a facsimile or original of the signed Notice of
Conversion, as long as the original Debentures to be converted are received by
the Company or its designated attorney within five (5) business days thereafter.
As long as the Debentures to be converted are received by the Company or its
designated attorney within seven (7) business days after it receives a facsimile
or original of the signed Notice of Conversion, the Company shall deliver to the
Holder, or per the Holder's instructions as may be required by the terms of the
Subscription Agreement, certificates for the shares of Common Stock (which
certificates after the date of the effective date of the registration statement
covering the shares of Common Stock issuable upon conversion of the Debentures
must be delivered without restrictive legend).

         (c) ISSUANCE OF COMMON STOCK. Upon the conversion of any Debentures and
upon receipt by the Company or its attorney of a facsimile or original of the
Holder's signed conversion notice, the Company shall instruct the Company's
transfer agent to issue certificates (which certificates after the date of the
effective date of the registration statement covering the shares of Common Stock
issuable upon conversion of the Debentures must be delivered without restrictive
legend), as may be required pursuant to the terms of the Subscription Agreement
entered into by the Company and the Holder in the name of the Holder (or its
nominee) and in such denominations to be specified at conversion representing
the number of shares of Common Stock issuable upon such conversion, as
applicable. The Company warrants that no instructions, other than these
instructions, have been given or will be given to the transfer agent and that
the Common Stock shall otherwise be freely transferable on the books and records
of the Company.

         (d) CONVERSION RATE. Any time after the Closing Date, the Holder is
entitled to convert the fact amount of this Debenture, plus accrued interest,
into Common Stock at the lower



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of (i) eighty (80%) percent of the five (5) day average closing bid price as
reported by Bloomberg LP for the five (5) consecutive trading days prior to the
Conversion Date or (ii) 80% of the five (5) day average closing bid price as
reported on Bloomberg, L.P. for the five (5) consecutive trading days prior to
the issuance of the Debentures (each being referred to as the "Conversion
Price"); provided, however, that notwithstanding anything to the contrary
provided herein or elsewhere, the 80% discount factor utilized to determine the
Conversion Price will be reduced by 2% for each $100,000 principal amount of
Debentures sold by the Company in excess of an aggregate principal amount of
$1,000,000 (e.g., the discount factor will be 78% if $1,100,000 principal amount
of Debentures is sold). No fractional shares or scrip representing fractions of
shares will be issued on conversion, but the number of shares issuable shall be
rounded up or down, as the case may be, to the nearest whole share.

         The Debentures are subject to a 36 month conversion feature at the end
of which all Debentures outstanding will be automatically converted upon the
terms set forth in this section ("Mandatory Conversion Date").

         (e) USURIOUS INTEREST. Nothing contained in this Debenture shall be
deemed to establish or require the payment of interest to the Company at a rate
in excess of the maximum rate permitted by governing law. In the event that the
rate of interest required to be paid exceeds the maximum rate permitted by
governing law, the rate of interest required to be paid thereunder shall be
automatically reduced to the maximum rate permitted under the governing law and
such excess shall be returned with reasonable promptness by the Holder to the
Company.

         (f) COSTS OF SHARES. It shall be the Company's responsibility to take
all necessary actions and to bear all such costs to issue the Certificate of
Common Stock as provided herein, including the responsibility and cost for
delivery of an opinion letter to the transfer agent, if so required. The person
in whose name the certificate of Common Stock is to be registered shall be
treated as a shareholder of record on and after the Conversion Date. Upon
surrender of any Debentures that are to be converted in part, the Company shall
issue to the Holder a new Debenture equal to the unconverted amount, if so
required in writing by the Holder.

         (g) LIQUIDATED DAMAGES. Following the first day that a registration
statement covering the shares of Common Stock issuable upon exercise of the
Debentures is declared effective by the SEC, in the event certificates for
unlegended, unrestricted shares of Common Stock are not delivered per the
written instructions of the Holder within seven (7) business days after the
Conversion Date, then in such event the Company shall pay to the Holder one (1%)
percent in cash of the principal amount of the Debentures being converted per
each day after the seventh (7th) business day following the Conversion Date that
the Common Stock is not delivered.

         The Company acknowledges that its failure to deliver the Common Stock
within seven (7) business days after the Conversion Date will cause the Holder
to suffer damages in an amount that will be difficult to ascertain. Accordingly,
the parties agree that it is appropriate to include in this Agreement a
provision for liquidated damages. The parties acknowledge and agree that the
liquidated damages provision set forth in this section represents the parties'
good faith effort to qualify such damages and, as such, agree that the form and
amount of such


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liquidated damages are reasonable and will not constitute a penalty. The payment
of liquidated damages shall not relieve the Company from its obligations to
deliver the Common Stock pursuant to the terms of this Agreement.

         To the extent that the failure of the Company to issue the Common Stock
pursuant to this Section 3 is due to the unavailability of authorized but
unissued shares of Common Stock, the provisions of this Section 3(g) shall not
apply but instead the provisions of Section 3(h) shall apply.

         The Company shall make any payments incurred under this Section 3(g) in
immediately available funds within three (3) business days from the date of
issuance of the applicable Common Stock. Nothing herein shall limit the Holder's
right to pursue actual damages or cancel the conversion for the Company's
failure to issue and deliver Common Stock to the Holder within seven (7)
business days after the Conversion Date.

         (h) AUTHORIZED SHARES; LACK OF AUTHORIZED SHARES. The Company shall at
all times reserve and have available all Common Stock necessary to meet
conversion of the Debentures (and payment of interest thereon in shares of
Common Stock) by all Holders of the entire amount of Debentures then
outstanding. If, at any time the Holder submits a Notice of Conversion and the
Company does not have sufficient authorized but unissued shares of Common Stock
available to effect, in full, a conversion of the Debentures (a "Conversion
Default," the date of such default being referred to herein as the "Conversion
Default Date"), the Company shall issue to the Holder all of the shares of
Common Stock which are available, and the Notice of Conversion as to any
Debentures requested to be converted but not converted (the "Unconverted
Debentures"), upon the Holder's sole option, may be deemed null and void. The
Company shall provide notice of such Conversion Default ("Notice of Conversion
Default") to all existing Holders of outstanding Debentures, by facsimile within
three (3) business days of such default (with the original delivered by
overnight to two (2) day courier), and the Holder shall give notice to the
Company by facsimile within five (5) business days of receipt of the original
Notice of Conversion Default (with the original delivered by overnight or two
(2) day courier) of its election to either nullify or confirm the Notice of
Conversion.

         The Company agrees to pay to all Holders of outstanding Debentures
payment for a Conversion Default ("Conversion Default Payments") in the amount
of (N/365) x (.24) x the initial issuance price of the outstanding and/or
tendered but not converted Debentures held by each Holder where N = the number
of days from the Conversion Default Date to the date (the "Authorization Date")
that the Company authorizes a sufficient number of shares of Common Stock to
effect conversion of all remaining Debentures. The Company shall send notice
("Authorization Notice") to each Holder of outstanding Debentures that
additional shares of Common Stock have been authorized, the Authorization Date
and the amount of the Holder's accrued Conversion Default Payments. The accrued
Conversion Default shall be paid in cash or shall be convertible into Common
Stock at the Conversion Rate, at the Holder's option, payable as follows: (i) in
the event the Holder elects to take such payment in cash, cash payments shall be
made to the Holder of outstanding Debentures by the fifth (5th) day of the
following calendar month, or (ii) in the event the Holder elects to take such
payment in stock, the Holder may convert such payment into Common Stock at the
Conversion Rate set forth in Section 3.2(d) at



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any time after the fifth (5th) day of the calendar month following the month in
which the Authorization Notice was received, until the expiration of the
mandatory thirty-six (36) month conversion period. The Company acknowledges that
its failure to maintain a sufficient number of authorized but unissued shares of
Common Stock to effect in full a conversion of the Debentures will cause the
Holder to suffer damages in an amount that will be difficult to ascertain.
Accordingly, the parties agree that it is appropriate to include in this
Debenture a provision for liquidated damages. The parties acknowledge and agree
that the liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form and amount of such liquidated damages are reasonable will not constitute a
penalty. The payment of liquidated damages shall not relieve the Company from
its obligations to deliver the Common Stock pursuant to the terms of this
Debenture.

         Nothing herein shall limit the Holder's right to pursue actual damages
or cancel the conversion for the Company's failure to maintain a sufficient
number of authorized shares of Common Stock.

         (i) PROSPECTUSES. The Company shall furnish to the Holder such number
of prospectuses and other documents incidental to the registration of the shares
of Common Stock underlying the Debentures, including any amendment of or
supplements thereto.

         (j) LIMITATION ON CONVERSION. The Holder is limited in the amount of
this Debenture it may convert and own. Other than the Mandatory Conversion
provisions contained in this Debenture which are not limited by the following,
in no other event shall the Holder be entitled to convert, any amount of
Debentures in excess of that amount upon conversion of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Debenture, and (2)
the number of shares of Common Stock issuable upon the conversion of the
Debentures with respect to which the determination of this provision is being
made, would result in beneficial ownership by the Holder and its affiliates of
more than 4.99% of the outstanding shares of Common Stock of the Company (after
taking into account the shares to be issued to the Holder upon such conversion).
For purposes of this provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as
otherwise provided in clause (1) of such provision. The Company must not permit
conversion of any Debentures which could result in more than 4.99% of the
outstanding shares of Common Stock (after taking into account the shares upon
such conversion) being issued to the Purchaser.

         (k) REDEMPTION. The Company reserves the right, at its sole option, to
call a mandatory redemption of the outstanding Debentures, as follows: In the
event the Company exercises such right of redemption at any time following the
Closing Date, it shall pay the Holder, in United States currency, the benefit of
the bargain (intrinsic value) that is, the principal amount of the Debenture
being redeemed, plus accrued interest and the profit the Holder would have
received upon conversion of that portion of the Debenture being redeemed and
sale of the Common Stock. The date by which the Debentures must be delivered to
the Escrow Agent, shall not be later than five (5) business days following the
date the Company notifies the Holder by



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facsimile of the redemption. The Company shall give the Holder at least twenty
(20) business days' advance written notice of its intent to redeem; PROVIDED,
HOWEVER, that notwithstanding anything to the contrary provided herein or
elsewhere, as a condition to the Company selling any of its securities other
than in this Offering, the Company must redeem all of the Debentures outstanding
with the proceeds from any such sale as provided in the Subscription Agreement
at the above described redemption price.

         (l) INVESTMENT INTENT. The Holder of this Debenture by acceptance
hereof, agrees that this Debenture is being acquired for investment and that
such Holder will not offer, sell or otherwise dispose of this Debenture or the
shares of Common stock issuable upon conversion thereof except under
circumstances which will not result in violation of the Securities Act of 1933,
as amended (the "Securities Act"), or any applicable state Blue Sky law or
similar laws relating to the sale of securities.

         (m) ADJUSTMENT. In case any provision of this Debenture is held by a
court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
and the validity and enforceability of the remaining provisions of this
Debenture will not in any way be affected or impaired thereby.

         Section 3.3  FRACTIONAL SHARES.

         The Company shall not issue fractional shares of Common Stock or scrip
representing fractions of such shares, upon the conversion of this Debenture.
Instead, the Company shall round up or down, as the case may be, to the nearest
whole share.

         Section 3.4  TAXES ON CONVERSION.

         The Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the conversion of
this Debenture. However, the Holder shall pay any such tax which is due because
the shares are issued in a name other than its name.

         Section 3.5  COMPANY TO RESERVE STOCK.

         The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the Debentures (and the interest thereon) and the
exercise of the Agent Warrants (as defined in the Subscription Agreement), such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of the then outstanding Debentures (and the interest
thereon) and the exercise of the Agent Warrants; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding Debentures (and the interest
thereon) and the Agent Warrants, the Company will take such action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose. All shares of Common
Stock which may be issued upon the conversion hereof shall upon issuance be
validly issued,


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fully paid and non-assessable and free from all pre-emptive rights, rights of
first refusal, taxes, liens and charges with respect to the issuance thereof.

         Section 3.6  RESTRICTIONS ON TRANSFER.

         This Debenture has not been registered under the Securities Act, and is
being issued under Section 4(2) of the Act and Rule 506 of Regulation D
promulgated under the Securities Act. This Debenture and the Common Stock
issuable upon the conversion thereof may only be offered or sold pursuant to
registration under or an exemption from the Securities Act.

         Section 3.7  MERGERS, ETC.

         If the Company merges or consolidates with another corporation or sells
or transfers all or substantially all of its assets to another person and the
holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidation, sale or transfer, the Company and any such
successor, purchasers or transferee shall amend this Debenture to provide that
it may thereafter be converted on the terms and subject to the conditions set
forth above into the kind and amount of stock, securities or property receivable
upon such merger, consolidation, sale or transfer by a holder the number of
shares of Common Stock into which this Debenture might have been converted
immediately before such merger, consolidation, sale or transfer, subject to
adjustments which shall be as nearly equivalent as may be practicable to
adjustments provided for in this Article 3.

ARTICLE 4. MERGERS AND ADJUSTMENTS

         Section 4.1  MERGERS.

         The Company shall not consolidate or merge into, or transfer all or
substantially all of its assets to any person, unless such person expressly
assumes in writing the obligations of the Company under this Debenture and
immediately after such transaction no Event of Default exists. Any reference
herein to the Company shall refer to such surviving or transferee corporation
and the obligations of the Company shall terminate upon such written assumption.

         Section 4.2  ADJUSTMENTS.

         The number of shares of Common Stock purchasable upon the conversion of
this Debenture shall be subject to adjustments as follows:

         (a) In case the Company shall (i) pay a dividend on Common Stock in
Common Stock or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Common Stock, (ii) declare a dividend
payable in cash on its Common Stock and at substantially the same time offer its
shareholders a right to purchase new Common Stock (or securities convertible
into, exchangeable for or other entitling a holder thereof to receive Common
Stock) from the proceeds of such dividend (all Common Stock so issued shall be
deemed to have issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, (iv)
combine its outstanding shares of Common


                                      -8-
<PAGE>   9

Stock into a smaller number of shares of Common Stock, or (v) issue by
reclassification, reorganization or recapitalization of its Common Stock any
shares of Common Stock or other securities of the Company, the number of shares
of Common Stock issuable upon conversion of this Debenture immediately prior
thereto shall be adjusted so that the Holder of this Debenture shall be entitled
to receive after the happening of any of the events described above that number
and kind of shares as the Holder would have received had this Debenture been
converted immediately prior to the happening of such event or any record date
with respect thereto. Any adjustment made pursuant to this subdivision shall
become effective immediately after the close of business on the record date in
the case of a stock dividend and shall become effective immediately after the
close of business on the effective date in the case of a stock split,
subdivision, combination or reclassification.

         (b) In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends other than as described in
Section 4.2(a)), or rights, options or warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common
Stock, then in such case, the number of shares of Common Stock thereafter
issuable upon conversion of this Debenture shall be determined by multiplying
the number of shares of Common Stock theretofore issuable upon conversion of
this Debenture, by a fraction, of which the numerator shall be the closing bid
price per share of Common Stock on the record date for such distribution, and of
which the denominator shall be the closing bid price of the Common Stock less
the then fair value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription rights, options
or warrants, or of such convertible or exchangeable securities 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 for the determination of stockholders entitled to receive such
distribution.

         (c) Any adjustment to the number of shares of Common Stock issuable
hereunder otherwise required to be made by this Section 4.2 will not have to be
adjusted if such adjustment would not require an increase or decrease in one
(1%) percent or more in the number of shares of Common Stock issuable upon
conversion of this Debenture. No adjustment in the number of shares of Common
Stock issuable upon conversion of this Debenture will be made for the issuance
of shares of capital stock to directors, employees or independent contractors
pursuant to the Company's or any of its subsidiaries' stock option, for the
purpose of the Company's Common Stock warrants issued, issuable or to be issued
for services rendered by others to the Company stock ownership or other benefit
plans or arrangements or trusts related thereto or for issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
options amounts in shares of Common Stock under such plan.

ARTICLE 5. REPORTS

         The Company will mail to the Holder hereof, at its address as shown on
the Register, a copy of any annual, quarterly or current report that it files
with the Securities and Exchange



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Commission promptly after the filing thereof and a copy of any annual, quarterly
or other report or proxy statement that it gives to its shareholders generally
at the time such report or statement is sent to shareholders.

ARTICLE 6. DEFAULTS AND REMEDIES

         Section 6.1  EVENTS OF DEFAULT.

         An "Event of Default" occurs if (a) the Company does not make the
payment of the principal of this Debenture when the same becomes due and payable
at maturity, upon redemption or otherwise, (b) the Company does not make a
payment, other than a payment of principal, for a period of five (5) business
days thereafter, (c) the Company fails to comply with any of its other
agreements in this Debenture and such failure continues for the period and after
the notice specified below, (d) there is an event of default in any other
Debenture; (e) the Company is not in compliance or is in breach and/or default
of any material representation, warranty, covenant or any other term of the
Registration Rights Agreement dated the date hereof between the Company and the
Holder, the Subscription Agreement, the Agency Agreement between the Company and
the Placement Agent, the Agent Warrants, or any other material agreement, note
or debenture of the Company, except to the extent such noncompliance, breach, or
default results in the imposition of a penalty pursuant to the terms of such
agreement, note, or debenture; provided, however, that notwithstanding the
imposition of such a penalty, any such noncompliance, breach, or default that
continues for a period of 60 days shall constitute an Event of Default; (f) the
Company does not file any report required to be filed with the SEC on a timely
basis (including any extension period as reported on a Form 12(b)-25 of the
Company); (g) the Common Stock is delisted from the OTCBB; or (h) the Company
pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined): (i) commences a voluntary case; (ii) consents to the entry of an order
for relief against it in an involuntary case; (iii) consents to the appointment
of a Custodian (as hereinafter defined) of it or for all or substantially all of
its property, (iv) makes a general assignment for the benefit of its creditors
or (v) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (A) is for relief against the Company in an involuntary
case; (B) appoints a Custodian of the Company or for all or substantially all of
its property, (C) orders the liquidation of the Company, and the order or decree
remains unstayed and in effect for sixty (60) days; (D) the Company's Common
Stock is no longer listed on any recognized exchange including electronic
over-the-counter bulletin board. As used in this Section 6.1, the term
"Bankruptcy Law" means Title 11 of the United States Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law. A
default under clause (c) above is not an Event of Default until the Holders of
at least twenty-five (25%) percent of the aggregate principal amount of the
Debentures outstanding notify the Company of such default and the Company does
not cure it within five (5) business days after the receipt of such notice,
which must specify the default, demand that it be remedied and state that it is
a "Notice of Default."



                                      -10-
<PAGE>   11


         Section 6.2  ACCELERATION.

         If an Event of Default occurs and is continuing, the Holder hereof by
notice to the Company, may declare the remaining principal amount of this
Debenture to be due and payable. Upon such declaration, the remaining principal
amount shall be due and payable immediately.

ARTICLE 7. REGISTERED DEBENTURES

         Section 7.1  SERIES.

         This Debenture is one of a numbered series of Debentures which are
identical except as to the principal amount and date of issuance thereof and as
to any restriction on the transfer thereof in order to comply with the
Securities Act and the regulations of the Securities and Exchange Commission
promulgated thereunder. Such Debentures are referred to herein collectively as
the "Debentures." The Debentures shall be issued in whole multiples of $5,000.

         Section 7.2  RECORD OWNERSHIP.

         The Company, or its attorney, shall maintain a register of the Holders
of the Debentures (the "Register") showing their names and addresses and the
serial numbers and principal amounts of Debentures issued to or transferred of
record by them from time to time. The Register may be maintained in electronic,
magnetic or other computerized form. The Company may treat the person named as
the Holder of this Debenture in the Register as the sole owner of this
Debenture. The Holder of this Debenture is the person exclusively entitled to
receive payments of interest on this Debenture, receive notifications with
respect to this Debenture, convert it into Common Stock and otherwise exercise
all of the rights and powers as the absolute owner hereof.

         Section 7.3  REGISTRATION OF TRANSFER.

         Transfers of this Debenture may be registered on the books of the
Company maintained for such purpose pursuant to Section 7.2 above (i.e., the
Register). Transfer shall be registered when this Debenture is presented to the
Company with a request to register the transfer hereof and the Debenture is duly
endorsed by the appropriate person, reasonable assurances are given that the
endorsements are genuine and effective, and the Company has received evidence
satisfactory to it that such transfer is rightful and in compliance with all
applicable laws, including tax laws and state and federal securities laws. When
this Debenture is presented for transfer and duly transferred hereunder, it
shall be cancelled and a new Debenture showing the name of the transferee as the
record holder thereof shall be issued in lieu hereof. When this Debenture is
presented to the Company with a reasonable request to exchange it for an equal
principal amount of Debenture of other denominations, the Company shall make
such exchange and shall cancel this Debenture and issue in lieu thereof
Debentures having a total principal amount equal to this Debenture in such
denominations as agreed to by the Company and the Holder.



                                      -11-
<PAGE>   12

         Section 7.4  WORN OR LOST DEBENTURES.

         If this Debenture becomes worn, defaced or mutilated but is still
substantially intact and recognizable, the Company or its agent may issue a new
Debenture in lieu hereof upon its surrender. Where the Holder of this Debenture
claims that the Debenture has been lost, destroyed or wrongfully taken, the
Company shall issue a new Debenture in place of the original Debenture if the
Holder so requests by written notice to the Company actually received by the
Company before it is notified that the Debenture has been acquired by a bona
fide purchaser and the Holder has delivered to the Company an indemnity bond in
such amount and issued by such surety as the Company deems satisfactory together
with an affidavit of the Holder setting forth the facts concerning such loss,
destruction or wrongful taking and such other information in such form with such
proof or verification as the Company may request.

ARTICLE 8. NOTICES

         Any notice which is required or convenient under the terms of this
Debenture shall be duly given if it is in writing and delivered in person or
mailed by first class mail, postage prepaid and directed to the Holder of the
Debenture at its address as it appears on the Register or if to the Company to
its principal executive offices. The time when such notice is sent shall be the
time of the giving of the notice.

ARTICLE 9. TIME

         Where this Debenture authorizes or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a public
holiday, or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period if time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation performed on the
next succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of such
next succeeding business day, with the same force and effect as if made or
performed in accordance with the terms of this Debenture. A "business day" shall
mean a day on which the banks in New York are not required or allowed to be
closed.

ARTICLE 10. WAIVERS

         The Holders of a majority in principal amount of the Debentures may
waive a default or rescind the declaration of an Event of Default and its
consequences except for a default in the payment of principal or conversion into
Common Stock.

ARTICLE 11. RULES OF CONSTRUCTION

         In this Debenture, unless the context otherwise requires, words in the
singular number include the plural, and in the plural include the singular, and
words in the masculine gender include the feminine and the neuter, and when the
sense so indicates, words in the neuter gender may refer to any gender. The
numbers and titles of sections contained in the Debenture are



                                      -12-
<PAGE>   13

inserted for convenience of reference only, and they neither form a part of this
Debenture nor are they to be used in the construction or interpretation hereof.
Whenever in this Debenture a determination of the Company is required or
allowed, such determination shall be made by a majority of the Board of
Directors of the Company and if it is made in good faith, it shall be conclusive
and binding upon the Company and the Holder of this Debenture.

ARTICLE 12. REGISTRATION RIGHTS

         The shares of Common Stock issuable upon conversion of the Debentures
shall be subject to certain registration rights as provided in the Registration
Rights Agreement between the Company and each holder of Debentures dated the
date hereof and all such terms are expressly incorporated by reference herein.

ARTICLE 13. GOVERNING LAW; JURISDICTION, ETC.

         (a) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to the conflicts
of laws principles thereof. The parties hereto hereby agree that any suit or
proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the IN PERSONAM jurisdiction of the federal
and state courts located in the City, County and State of New York and agrees
that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack of IN PERSONAM jurisdiction with respect thereto. In the event of any such
action or proceeding, the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable counsel fees and disbursements in
an amount judicially determined.

         (b) The Holder and the Company hereby knowingly, voluntarily and
intentionally waive any rights they may have to a trial by jury in respect of
any litigation based hereon, or arising out of, under, or in connection with
this Agreement, or any course of conduct, course of dealing, statements (whether
oral or written) or actions of the Holder or the Company. The Company
acknowledges and agrees that it has received full and sufficient consideration
for this provision and that this provision is a material inducement for the
Holder entering into this Agreement.




                                      -13-

<PAGE>   14



         IN WITNESS WHEREOF, the Company has duly executed this Debenture as of
the date first appearing above.

                                           THRIFT MANAGEMENT, INC.



                                           By: /s/ Marc Douglas
                                              ----------------------------------
                                              Name:  Marc Douglas
                                              Title: President


ATTEST:


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








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