<PAGE>

   
                                                                  Exhibit 10(i)
    

    THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") AND MAY NOT BE OFFERED OR SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
(i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.


   
                                 NUCLEAR METALS, INC.
                       10% CONVERTIBLE SUBORDINATED DEBENTURE
                                DUE JUNE 10, 1997
                                           
    

   
No. 1                                                 January 10, 1996
($334,000)                                  
    

   

    Nuclear Metals, Inc., a Massachusetts corporation (the 
"Company"), for value received, hereby promises to pay to WIAF 
Investors Co. or registered assigns (the "Holder"), the principal 
sum of  Three Hundred Thirty-Four Thousand Dollars ($334,000) on June 
10, 1997 (the "Maturity Date") with interest from the date hereof 
(computed on the basis of a 365-day year) at the rate per annum of 
ten percent (10%) until paid in full or converted.   The Company 
will pay interest in arrears semi-annually on June 10, 1996, 
December 10, 1996 and June 10, 1997 (each an "Interest Payment 
Date") to the Holder of record. Interest will accrue from the most 
recent date to which interest has been paid or if no interest has 
been paid, from the date of issuance of this debenture. This 
debenture (the "Debenture") is one of a series of Debentures issued 
by the Company on January 10, 1996 (the "Issuance Date") 
(collectively, the "Debentures"). The Holder shall have the option, 
by written notice received by the Company prior to its Interest 
Payment Date, to elect to receive the Interest Payment in shares of 
stock of the Company, valued for that purpose of $11.89 per share.

    

   

    1.   General.  This Debenture is transferable only by surrender thereof at
the principal office of the Company located at 2229 Main Street, Concord,
Massachusetts  01742, duly endorsed by, or accompanied by a written instrument
of transfer duly executed by, the registered Holder of this Debenture or his
attorney duly authorized in writing and a completed "investor questionnaire"
duly executed by the transferee reasonably satisfactory in form and substance to
the Company.

    

                                    - 1 -

<PAGE>
   
     2. CONVERSION RIGHT.  Subject to and upon compliance with the provisions 
of this Debenture, the Holder of this Debenture has the right at any time, at 
his option, to convert the principal of this Debenture into such number of 
fully paid and non-assessable shares (the "Debenture Shares") of common 
stock, $.10 par value per share (the "Common Stock") of the Company as shall 
equal the principal amount of this Debenture divided by the Conversion Price 
(as hereinafter defined). A conversion shall only occur upon surrender of 
this Debenture to the Company at its principal place of business, duly 
endorsed by, or accompanied by instruments of transfer (in form reasonably 
satisfactory to the Company) duly executed by the Holder or his attorney duly 
authorized in writing, together with a conversion notice and transfer tax 
stamps or funds therefor, if required. If this Debenture is surrendered for 
conversion prior to an Interest Payment Date, the Holder shall be entitled to 
receive interest on this Debenture through the date of such surrender on the 
relevant Interest Payment Date. No fractional shares will be issued upon any 
conversion, but an adjustment in cash will be made, as provided herein, in 
respect of any fraction of a share which would otherwise be issuable upon the 
surrender of this Debenture for conversion.
    
   
     3. MANNER OF EXERCISING CONVERSION RIGHTS. In order to exercise the 
conversion privilege, the Holder shall surrender this Debenture to the 
Company at any time during usual business hours at its offices in Concord, 
Massachusetts, and shall give written notice to the Company at such office 
that the Holder elects to convert this Debenture. Such notice shall also 
state the name or names (with address or addressees) in which the certificate 
or certificates for shares of Common Stock which shall be deliverable upon 
such conversion shall be registered. As promptly as practicable after the 
receipt of such notice and the surrender of this Debenture as aforesaid, the 
Company shall then cancel this Debenture and shall issue and deliver at such 
office to such Holder, or on his written order, a certificate or certificates 
for the number of full shares of Common Stock deliverable on such conversion 
of this Debenture in accordance with the provisions of this Debenture and 
cash as provided in the following Section, in respect of any fraction of a 
share of Common Stock otherwise deliverable upon such conversion. Such 
conversion shall be deemed to have been effected immediately prior to the 
close of business on the date (herein called the "Date of Conversion") on 
which such notice shall have been received by the Company and this Debenture 
shall have been surrendered as aforesaid, and the person or persons in whose 
name or names any certificate or certificates for shares of Common Stock 
shall be issuable upon such conversion shall be deemed to have become on the 
Date of Conversion the holder or holders of record of the shares represented 
thereby; provided, however, that any such surrender on any date when the 
stock transfer books of the Company shall be closed shall be deemed effected 
at the opening of business on the next succeeding day on which such stock 
transfer books are open, and the person or persons in whose name or names the 
certificate or certificates for such shares, are to be issued shall be deemed 
to have become the record holder or holders thereof for all purposes as of 
such date.
    
                                 -2-


<PAGE>


     4. NO FRACTIONAL SHARES. No fractions of shares of Common Stock or scrip 
representing fractions of shares of Common Stock shall be issued upon 
conversion of this Debenture. If more than one Debenture shall be surrendered 
for conversion at one time by the same Holder, the number of full shares of 
Common Stock which shall be deliverable upon conversion thereof shall be 
computed on the basis of the aggregate principal amount of the Debentures so 
surrendered. If any fraction of a share of Common Stock would, except for the 
provisions of this Section, be deliverable on the conversion of this 
Debenture or Debentures (or specified portions thereof), the Company shall 
make payment in lieu thereof in an amount of cash equal to the value of such 
fraction multiplied by the Conversion Price.

     5. CONVERSION PRICE ADJUSTMENTS. (a) For purposes of this Debenture:

     "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of Common 
Stock issued (or, pursuant to this Debenture, deemed to be issued) by the 
Company, other than shares of Common Stock issued or issuable:


          (i)    upon conversion of the Debentures;

          (ii)   in lieu of interest on the Debentures; or

          (iii)  shares of Common Stock issued or issuable to officers, 
                 employees or directors of, or consultants to, the Company 
                 pursuant to a stock purchase or option plan or other 
                 employee stock bonus arrangement approved by the Board of 
                 Directors.


     "CONVERSION PRICE" shall mean the price at which shares of the Common 
Stock shall be deliverable upon conversion of this Debenture as adjusted from 
time to time as herein provided. The initial Conversion Price is $11.89. The 
Conversion Price for this Debenture shall be subject to adjustment as herein 
provided.

     "RECAPITALIZATION EVENTS" shall mean stock splits, stock dividends, 
recapitalizations, reclassifications and similar events.

          A. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the 
     Company at any time or from time to time after the Issuance Date 
     effects a subdivision of the outstanding Common Stock, the 
     Conversion Price then in effect immediately before that subdivision 
     shall be proportionately decreased, and conversely, if the Company 
     at any time or from time to time after the Issuance Date combines 
     the outstanding shares of Common Stock, the Conversion Price then 
     in effect immediately before the combination shall be 
     proportionately increased. Any adjustment under this subsection 
     shall become effective at the close of business on the date the 
     subdivision or combination becomes effective.
     
          B. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In 
     the event the Company at any time, or from time to time after the 
     Issuance Date makes, or fixes a

     
                                   -3-

<PAGE>


     record date for the determination of holders of Common Stock 
     entitled to receive, a dividend or other distribution payable in 
     Additional Shares of Common Stock, then and in each such event the 
     Conversion Price then in effect shall be decreased as of the time 
     of such issuance or, in the event such a record date is fixed, as 
     of the close of business on such record date, by multiplying the 
     Conversion Price then in effect by a fraction (a) the numerator of 
     which is the total number of shares of Common Stock issued and 
     outstanding immediately prior to the time of such issuance or the 
     close of business on such record date, and (b) the denominator of 
     which shall be the total number of shares of Common Stock issued 
     and outstanding immediately prior to the time of such issuance or 
     the close of business on such record date plus the number of shares 
     of Common Stock issuable in payment of such dividend or 
     distribution; PROVIDED, however, that if such record date is fixed 
     and such dividend is not fully paid or if such distribution is not 
     fully made on the date fixed thereof, the Conversion Price shall be 
     recomputed accordingly as of the close of business on such record 
     date and thereafter the Conversion Price shall be adjusted pursuant 
     to this Section 5B as of the time of actual payment of such 
     dividends or distributions.

          C. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the 
     event the Company at any time or from time to time after the 
     Issuance Date makes, or fixes a record date for the determination 
     of holders of Common Stock entitled to receive a dividend or other 
     distribution payable in securities of the Company other than shares 
     of Common Stock, then in each such event provision shall be made so 
     that the Holder shall receive upon conversion of this Debenture, in 
     addition to the number of shares of Common Stock receivable 
     thereupon, the amount of securities of the Company which they would 
     have received had this Debenture been converted into Common Stock 
     on the date of such event and had the Holder thereafter, during the 
     period from the date of such event to and including the date of 
     conversion, retained such securities receivable by them as 
     aforesaid during such period, subject to all other adjustments called 
     for during such period under this Section 5 with respect to the 
     rights of the Holder of this Debenture.

          D. ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE AND 
     SUBSTITUTION. If the Common Stock issuable upon the conversion of 
     this Debenture is changed into the same or a different number of 
     shares of any class or classes of stock, whether by 
     recapitalization, reclassification or otherwise (other than a 
     subdivision or combination of shares of stock dividend or a 
     reorganization, provided for elsewhere in this Section 5, then and 
     in any such event the Holder of this Debenture shall have the right 
     thereafter to convert such stock into the kind and amount of stock 
     and other securities and property receivable upon such 
     reorganization, reclassification or other change, by holders of the 
     number of shares of Common Stock into which such a Debenture might 
     have been converted immediately prior to such reorganization, 
     reclassification or change, all subject to further adjustments 
     provided herein.
     
          E. RECLASSIFICATION, REORGANIZATION, ETC. If any of the 
     following shall occur, namely: (a) any reclassification or change 
     of outstanding shares of Common Stock
     
                                  -4-


<PAGE>


     issuable upon conversion of this Debenture (other than a change in 
     par value, or from par value to no par value, or from no par value 
     to par value, or as a result of subdivision or combination), (b) 
     any consolidation or merger to which the Company is a party other 
     than a merger in which the Company is the continuing corporation 
     and which does not result in any reclassification of, or change 
     (other than a change in name, or par value, or from par value to no 
     par value, or from no par value to par value, or as a result of a 
     subdivision or combination) in, outstanding shares of Common Stock 
     or (c) any sale or conveyance of all or substantially all of the 
     property or business of the Company as an entirety, then the 
     Company, or such successor or purchasing corporation, as the case 
     may be, shall, as a condition precedent to such reclassification, 
     change, consolidation, merger, sale or conveyance, execute and 
     deliver a certificate providing that the Holder of this Debenture 
     then outstanding shall have the right to convert such Debenture 
     into the kind and amount of shares of stock and other securities 
     and property (including cash) receivable upon such reclassification, 
     change, consolidation, merger, sale or conveyance by a holder of 
     the number of shares of Common Stock deliverable upon conversion of 
     this Debenture immediately prior to such reclassification, change, 
     consolidation, merger, sale or conveyance. If, in the case of any 
     such consolidation, merger, sale or conveyance, the stock or other 
     securities and property (including cash) receivable thereupon by a 
     holder of Common Stock includes shares of stock or other securities 
     and property of a corporation other than the successor or 
     purchasing corporation, as the case may be, in such consolidation, 
     merger, sale or conveyance, then such certificate shall also be 
     executed by such other corporation and shall contain such 
     additional provision to protect the interests of the Holders of the 
     Debentures as the Board of Directors of the Company shall 
     reasonably consider necessary by reason of the foregoing. The 
     provisions of this Section shall similarly apply to successive 
     consolidation, mergers, sales or conveyances.
     


          F. NOTICES OF RECORD DATE. In the event of any taking by the 
     Company of a record of the holders of any class of securities for 
     the purpose of determining the holders thereof who are entitled to 
     receive any dividend or other distribution, the Company shall mail 
     to the Holder of this Debenture at least twenty (20) days prior to 
     the date specified herein, a notice specifying the date on which 
     any such record is to be taken for the purpose of such dividend or 
     distribution.


     6. TAX. The issue of stock certificates on conversion of this 
Debenture shall be made without charge to the Holder for any stock 
issuance or transfer tax in respect of the issue thereof. The 
Company shall not, however, be required to pay any tax which may be 
payable in respect of any registration of transfer involved in the 
issue and delivery of Common Stock or any new Debenture in any name 
other than that of the Holder of this Debenture converted, and the 
Company shall not be required to so issue or deliver any stock 
certificate or new Debenture unless and until the person or persons 
requesting the registration to transfer 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.


                                  -5-

<PAGE>



   
    7.   EVENTS OF DEFAULT.  An "Event of Default" occurs if:
    

         (a)  the Company defaults in the payment of interest on this Debenture
    when the same becomes due and payable and the default continues for ten
    (10) days after notice thereof is given to the Company;

         (b)  the Company defaults in the payment of the principal of this
    Debenture when the same becomes due and payable and the default continues
    for ten (10) days after notice thereof;

         (c)  the Company, pursuant to or within the meaning of any Bankruptcy
    Law (A) admits in writing its inability to pay its debts generally as they
    become due, (B) commences a voluntary case or proceeding under any
    Bankruptcy Law with respect to itself, (C) consents to the entry of a
    judgment, decree or order for relief against it in an involuntary case or
    proceeding under any Bankruptcy Law, (D) consents to the appointment of a
    bankruptcy trustee (a "Bankruptcy Trustee") of its or for any part of its
    property, (E) consents to or acquiesces in the institution of bankruptcy or
    insolvency proceedings against it, (F) applies for, consents to or
    acquiesces in the appointment of a Bankruptcy Trustee, (G) makes a general
    assignment for the benefit of its creditors, or (H) takes any corporate
    action for any of the foregoing purposes; or

         (d)  a court of competent jurisdiction enters a judgment, decree or
    order for relief in respect of the Company in an involuntary case or
    proceeding under any Bankruptcy Law which shall (A) approve as properly
    filed a petition seeking reorganization, arrangement, adjustment or
    composition in respect of the Company, (B) appoint a Bankruptcy Trustee of
    the Company or for any part of its property, or (C) order the winding-up or
    liquidation of its affairs; and such judgment, decree or order shall remain
    unstayed and in effect for a period of 60 consecutive days; or (D) any
    bankruptcy or insolvency petition or application is filed, or any
    bankruptcy or insolvency proceeding is commenced against the Company and
    such petition, application or proceeding is not dismissed within 60 days.

    The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors.  

   

    8.   Remedies.  If an Event of Default (other than an Event 
of Default specified in Section 7(d) or 7(e) in respect of the 
Company) occurs and is continuing, the Holder may, subject to 
Section 9 hereof, by notice of the Company, declare all unpaid 
principal and accrued interest to the date of acceleration on the 
Debenture then outstanding (if not then due and payable) to be due 
and payable and, upon any such declaration, the same shall become 
and be immediately due and payable.  If an Event of Default 
specified in Section 7(d) or 7(e) in respect of the Company occurs, 
all unpaid principal and accrued interest on the Debentures then 
outstanding shall ipso facto become and be immediately due and 
payable without any declaration or other act on the part of any 
Holder.  The Holder by notice to the Company may rescind an

    

                                    - 6 -
<PAGE>

acceleration and its consequences if (i) all existing Events of Default, other 
than the non-payment of the principal of the Debentures which has become due 
solely by such declaration of acceleration, have been cured or waived, (ii) to 
the extent the payment of such interest is lawful, interest on overdue 
installments of interest and overdue principal, which has become due otherwise 
than by such declaration of acceleration, has been paid, and (iii) the 
rescission would not conflict with any judgment or decree of a court of 
competent jurisdiction.

   

    9.   Subordination.  The Company covenants and agrees, for itself and its
successor and assigns, and each Holder hereof, for itself and for any subsequent
holder of this Debenture, by its acceptance hereof, covenants and agrees that
the indebtedness evidenced hereby is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment for satisfaction in full in cash of all Senior Indebtedness, as
hereinafter defined.

    

    Until all Senior Indebtedness shall have been performed or paid in full in
cash, (a) the Company shall not, directly or indirectly, and the holder of this
Debenture shall not be permitted to receive any payment on account of this
Debenture and the holder of this Debenture shall not demand or accept from the
Company or any person any such payment or otherwise discharge any part of the
obligations of the Company hereunder and such holder shall not take any action
prejudicial to, or inconsistent with, the priority position of the Senior
Indebtedness over the holder hereof, including, without limitation, declaring
all unpaid principal and accrued interest under this Debenture due and payable,
commencing any action or proceeding against the Company to enforce to collect
this Debenture, or any portion hereof or commencing or joining any "Proceeding"
(as defined below) against the Company, and (b) the holder of this Debenture
shall have no right of subrogation to receive payments or distributions of
assets of the Company applicable to the Senior Indebtedness.  Notwithstanding
the foregoing, so long as no default exists under any agreement or instrument
evidencing any of the Senior Indebtedness, interest and principal may be paid on
this Debenture in accordance with the terms hereof.

    At any meeting of creditors of the Company or in the event of any
proceeding ("Proceeding"), voluntary or involuntary, for the distribution,
division or application of all or part of the assets of the Company, whether
such proceeding be for the liquidation, dissolution or winding up of the Company
or its business, or proceeding for relief under any bankruptcy, reorganization
or insolvency law or any other law relating to relief of debtors, readjustment
of indebtedness, reorganization, arrangement, composition or extension or
otherwise, the holder of the Senior Indebtedness is hereby irrevocably
authorized by the holder of this Debenture at any such meeting or in any such
proceeding:  (a) to prove any claim (by the filing of proof(s) of claim(s) or
otherwise) on account of this Debenture either in its own name or in the name of
the holder hereof; (b) to collect any assets of the Company distributed, divided
or applied by way of dividend or payment, or any securities issued, on account
of this Debenture and apply the same to the Senior Indebtedness; (c) to vote
claims on account of this Debenture to accept or reject any plan for
liquidation, reorganization, arrangement, composition or extension; and (d) to
take generally any action in connection with any such meeting or proceeding
which the holder of this Debenture might otherwise take.


                                    - 7 -
<PAGE>

    Upon the occurrence of any default under any agreement or instrument
evidencing any of the Senior Indebtedness, should any payment be received by the
holder of this Debenture, such payment shall be delivered forthwith to the
holder of the Senior Indebtedness for application to the Senior Indebtedness. 
The holder of the Senior Indebtedness is irrevocably authorized to supply any
required endorsement or assignment.  Until so delivered, any such payment shall
be held by the holder of this Debenture in trust for the holder of the Senior
Indebtedness and shall not be commingled with other funds or property of the
holder of this Debenture.

    Without the necessity of any reservation of rights against or any notice to
or further assent by the holder of this Debenture, any demand for payment of any
Senior Indebtedness made by the holder of the Senior Indebtedness may be
rescinded in whole or in part by such holder, the holder of the Senior
Indebtedness may exercise or refrain from exercising any rights and remedies
against the Company and others, the Senior Indebtedness or any collateral
security or guaranty therefor or right of offset with respect thereto, may be
executed, or released by the holder of Senior Indebtedness, and any agreement or
instrument evidencing, securing or otherwise relating to Senior Indebtedness may
be amended or modified, all without impairing, abridging, releasing or affecting
the subordination provided for herein.  The holder of this Debenture waives any
and all notice of the creation or modification of any Senior Indebtedness and
notice of or proof of reliance by the holder of the Senior Indebtedness upon the
subordination provided for herein.

    For purposes of this Debenture, "Senior Indebtedness" shall include any and
all indebtedness, liabilities, duties, undertakings, warranties, covenants and
agreements (including those of payment or performance) of the Company or any of
its wholly-owned subsidiaries to State Street Bank and Trust Company and its
respective successors or assigns (the "Lender"), of every kind, nature and
description and arising pursuant to the terms of the Forbearance and Amendment
Agreement ("Amendment Agreement") dated as of January 11, 1996 between the
Company, its wholly-owned subsidiary, Carolina Metals, Inc. ("CMI"), and the
Lender, as may be amended, modified, supplemented and/or restated from time to
time, the Loan Documents and Bond Documents, as defined in the Amendment
Agreement, as such Documents may be amended, modified, supplemented and/or
restated from time to time, or otherwise, whether or not the same are: now
existing or hereafter arising; imposed by agreement or by operation of law; due
or not due; absolute or contingent (including any reimbursement obligations
relating to any letter of credit issued for the account of the Company or CMI);
liquidated or unliquidated; voluntary or involuntary, evidenced by a writing;
presently contemplated by the parties; direct or indirect; liabilities or
undertakings of the Company or any of its subsidiaries as surety, guarantor or
endorser with respect to obligations of one or more other parties specifically
described as secured or unsecured, hereafter acquired by the Lender or any of
them by assignment, other transfer or operation of law.  Senior Indebtedness
also shall include any refinancings thereof or replacement financing therefor.

   

    10.   Interest Limitation.  If a law, which applies to this Debenture and
which sets maximum loan charges, is finally interpreted so that the interest or
other loan charges collected or to be collected in connection with this
Debenture exceed the permitted limits, then: (i) any

    
                                    - 8 -
<PAGE>

such loan charge shall be reduced by the amount necessary to reduce the charge 
to the permitted limit; and (ii) any sums already collected from the Company 
which exceeded permitted limits will be refunded to the Company.  The Holder may
choose to make this refund by reducing the principal owed under this Debenture 
or by making a direct payment to the Company.

   

    11.   Consent to Jurisdiction.  The Holder hereby irrevocably agrees that
any legal action or proceedings with respect to this Debenture against the
Company may be brought only in the courts of the United States of America or The
Commonwealth of Massachusetts. By acceptance of this Debenture, the Holder
hereby (i) accepts the exclusive jurisdiction of the aforesaid courts; 
(ii) irrevocably agrees to be bound by any judgment of any such court with 
respect to this Debenture; and (iii) irrevocably waives, to the fullest extent 
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceedings with respect to this Debenture 
brought in any court of the United States of America or The Commonwealth of 
Massachusetts, and further irrevocably waives any claim that any such suit, 
action or proceeding brought in any such court has been brought in an 
inconvenient forum.

    

   

    12.   Miscellaneous. 
    
    
         (a)  THIS DEBENTURE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH
    OF MASSACHUSETTS WITHOUT REFERENCE TO CONFLICTS OF LAWS, RULES OR
    PRINCIPLES.

         (b)  The Company and all endorsers of this Debenture hereby waive
    presentment, demand, protest or notice of any kind in connection with the
    delivery, acceptance, performance or enforcement of this Debenture.

         (c)  No provision thereof shall alter or impair the obligation of the
    Company which is absolute and unconditional, to pay the principal and
    interest on this Debenture as herein prescribed.


                                       NUCLEAR METALS, INC.



                                       By: 
                                           ------------------------------------
                                              James M. Spiezio
                                              Vice President - Finance


Attest:



----------------------------------
Clerk


                                    - 9 -


<PAGE>

                            [FORM OF CONVERSION NOTICE]

     The undersigned holder of this Debenture hereby irrevocably 
exercises the option to convert this Debenture (or portion hereof 
below designated) into shares of Common Stock of Nuclear Metals, 
Inc. in accordance with the terms of the Debenture, and directs 
that the shares deliverable upon the conversion, be registered in 
the name of and delivered to the undersigned, together with any 
check in payment for any fractional share, unless a different name 
has been indicated below. If shares and any Debenture are to be 
registered in the name of any such other person, the undersigned 
will pay all transfer taxes payable with respect thereto.

Dated:
      --------------------------        -----------------------------
                                        Signature

                       ---------------------------
                            Tax I.D. Number


     If share and any Debenture are to be registered in the name of 
a person or persons other than the above-signed holder, please 
print each such person's name and address (including zip code):


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Portion to be converted (if less than all):  $
                                              --------------------


<PAGE>


SCHEDULE TO EXHIBIT 10(i)

Other similar 10% Convertible Subordinated Debentures of the Company 
dated January 10, 1996:


               Holder                           Amount
               ------                           ------

1. Melvin B. Chrein                           $83,500.00
2. Kathleen Matthews                          $83,000.00