EXHIBIT A

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS 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.  THIS  SECURITY AND THE  SECURITIES  ISSUABLE  UPON  CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

Original Issue Date: October __, 2005
Original Conversion Price (subject to adjustment herein): $2.55

                                                                $
                                                                 ---------------

                        9% SECURED CONVERTIBLE DEBENTURE
                              DUE OCTOBER __, 2008

      THIS SECURED  CONVERTIBLE  DEBENTURE is one of a series of duly authorized
and issued  Secured  Convertible  Debentures  of  OneTravel  Holdings,  Inc.,  a
Delaware  corporation,  having a principal  place of business at 5775  Peachtree
Dunwoody  Road,  Building  G, Suite  300,  Atlanta,  GA 30346  (the  "Company"),
designated as its 9% Secured  Convertible  Debenture,  due October _, 2008 (this
debenture,  the  "Debenture"  and  collectively  with the other  such  series of
debentures, the "Debentures").

      FOR    VALUE    RECEIVED,    the    Company    promises    to    pay    to
________________________ or its registered assigns (the "Holder"), or shall have
paid pursuant to the terms hereunder,  the principal sum of  $_______________ by
October  [__ , 2008,  or such  earlier  date as this  Debenture  is  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 in accordance  with the  provisions  hereof.
This Debenture is subject to the following additional provisions:

      Section 1. 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:


                                       1
<PAGE>

            "Alternate  Consideration"  shall  have  the  meaning  set  forth in
      Section 5(d).

            "Base Conversion  Price" shall have the meaning set forth in Section
      5(b).

            "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.

            "Buy-In" shall have the meaning set forth in Section 4(d)(v).

            "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 40% of the voting securities of the Company, or
      (ii) the Company merges into or consolidates with any other Person, or any
      Person  merges into or  consolidates  with the Company  and,  after giving
      effect to such  transaction,  the stockholders of the Company  immediately
      prior to such  transaction own less than 60% of the aggregate voting power
      of the Company or the successor entity of such  transaction,  or (iii) the
      Company sells or transfers its assets,  as an entirety or substantially as
      an  entirety,  to  another  Person  and the  stockholders  of the  Company
      immediately  prior to such  transaction own less than 60% of the aggregate
      voting power of the acquiring entity immediately after the transaction, or
      (iv) a  replacement  at one time or within a two 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 (v) 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) through
      (iv).

            "Common Stock" means the common stock, par value $0.04 per share, of
      the  Company and stock of any other  class of  securities  into which such
      securities may hereafter have been reclassified or changed into.

            "Conversion Date" shall have the meaning set forth in Section 4(a).

            "Conversion Price" shall have the meaning set forth in Section 4(b).

            "Conversion  Shares" means the shares of Common Stock  issuable upon
      conversion of this Debenture or as payment of interest in accordance  with
      the terms.


                                       2
<PAGE>

            "Debenture  Register"  shall have the  meaning  set forth in Section
      2(c).

            "Dilutive  Issuance"  shall  have the  meaning  set forth in Section
      5(b).

            "Dilutive  Issuance  Notice"  shall  have the  meaning  set forth in
      Section 5(b).

            "Effectiveness  Period" shall have the meaning given to such term in
      the Registration Rights Agreement.

            "Equity  Conditions" shall mean, during the period in question,  (i)
      the  Company  shall  have  duly  honored  or  cured  all  conversions  and
      redemptions  scheduled  to occur or  occurring  by  virtue  of one or more
      Notice of Conversions of the Holder,  if any, (ii) all liquidated  damages
      and other amounts owing to the Holder in respect of this  Debenture  shall
      have  been  paid,  (iii)  there  is an  effective  Registration  Statement
      pursuant  to which the  Holder is  permitted  to  utilize  the  prospectus
      thereunder  to  resell  all  of  the  shares  issuable   pursuant  to  the
      Transaction  Documents or the  Conversion  Shares are available for resale
      under Rule  144(k)  (and the Company  believes,  in good faith,  that such
      effectiveness  or  availability,   as  the  case  may  be,  will  continue
      uninterrupted  for the  foreseeable  future),  (iv)  the  Common  Stock is
      trading on the Trading Market and all of the shares  issuable  pursuant to
      the Transaction  Documents are listed for trading on a Trading Market (and
      the Company believes, in good faith, that trading of the Common Stock on a
      Trading Market will continue  uninterrupted  for the foreseeable  future),
      (v) there is a sufficient  number of authorized but unissued and otherwise
      unreserved  shares of Common  Stock for the  issuance of all of the shares
      issuable  pursuant  to the  Transaction  Documents,  (vi)  there  is  then
      existing  no Event of  Default,  and (vii) the  issuance  of the shares in
      question  to the Holder  would not violate  the  limitations  set forth in
      Section 4(c).

            "Event of Default" shall have the meaning set forth in Section 8.

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
      amended, and the rules and regulations promulgated thereunder.

            "Fundamental  Transaction"  shall  have  the  meaning  set  forth in
      Section 5(d).

            "Interest  Conversion  Rate"  means  93% of the  lesser  of (a)  the
      average  of the 5  VWAPs  immediately  prior  to the  applicable  Interest
      Payment  Date or (b) the average of the 5 VWAPs  immediately  prior to the
      date the  applicable  interest  payment shares are issued and delivered if
      after the Interest Payment Date.

            "Interest  Conversion  Shares"  shall have the  meaning set forth in
      Section 2(a).

            "Interest Notice Period" shall have the meaning set forth in Section
      2(a).

            "Interest  Payment Date" shall have the meaning set forth in Section
      2(a).


                                       3
<PAGE>

            "Interest  Share Amount" shall have the meaning set forth in Section
      2(a).

            "Late Fees" shall have the meaning set forth in Section 2(d).

            "Mandatory  Default  Amount"  shall equal the sum of (i) the greater
      of: (A) 125% of the principal amount of this Debenture to be prepaid, plus
      all accrued and unpaid interest  thereon,  or (B) the principal  amount of
      this Debenture to be prepaid,  plus all other accrued and unpaid  interest
      hereon,  divided  by the  Conversion  Price on (x) the date the  Mandatory
      Default  Amount is demanded or otherwise due or (y) the date the Mandatory
      Default Amount is paid in full, whichever is less,  multiplied by the VWAP
      on (x) the date the Mandatory  Default Amount is demanded or otherwise due
      or (y) the date the Mandatory Default Amount is paid in full, whichever is
      greater,  and (ii) all  other  amounts,  costs,  expenses  and  liquidated
      damages due in respect of this Debenture.

            "New York Courts" shall have the meaning set forth in Section 9(d).

            "Notice of  Conversion"  shall have the meaning set forth in Section
      4(a).

            "Optional  Redemption"  shall have the  meaning set forth in Section
      6(a).

            "Optional  Redemption  Amount" shall mean the sum of (i) 125% of the
      principal  amount of the  Debenture  then  outstanding,  (ii)  accrued but
      unpaid interest and (iii) all liquidated  damages and other amounts due in
      respect of the Debenture.

            "Optional  Redemption  Date"  shall  have the  meaning  set forth in
      Section 6(a).

            "Optional  Redemption  Notice"  shall have the  meaning set forth in
      Section 6(a).

            "Optional  Redemption  Notice Date" shall have the meaning set forth
      in Section 6(a).

            "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.

            "Permitted Indebtedness" shall mean (a) the Indebtedness existing on
      the Original Issue Date and set forth on Schedule  3.1(aa) attached to the
      Purchase Agreement,  (b) Indebtedness  consisting of the Obligations,  (c)
      Indebtedness  incurred  by the Company or the  Subsidiaries  that does not
      mature or require  payments of principal prior to the Maturity Date and is
      made  expressly  subordinate  in  right  of  payment  to the  Indebtedness
      evidenced  by  this  Debenture,   as  reflected  in  a  written  agreement
      reasonably acceptable to the Holder and approved by the Holder in writing,
      (d)  Indebtedness  consisting  of  reimbursement  and  other  obligations,
      contingent  or  otherwise,  under  letters of credit,  in an amount not to
      exceed $1 million  more than that set forth  therefor on Schedule  3.1(aa)
      attached to the Purchase Agreement,  and (e) capital lease obligations and
      purchase money Indebtedness incurred in connection with the acquisition of
      capital  assets and lease  obligations  with respect to newly  acquired or
      leased assets,  in an amount not to exceed  $2,000,000  more than that set
      forth therefor on Schedule 3.1(aa) attached to the Purchase Agreement.


                                       4
<PAGE>

            "Permitted Lien" shall mean the individual and collective  reference
      to the following:  (a) Liens for taxes, assessments and other governmental
      charges or levies not yet due or Liens for  taxes,  assessments  and other
      governmental  charges  or  levies  being  contested  in good  faith and by
      appropriate  proceedings  for which  adequate  reserves (in the good faith
      judgment  of the  management  of the  Company)  have been  established  in
      accordance  with GAAP, (b) Liens imposed by law which were incurred in the
      ordinary  course  of  business,  such  as  carriers',  warehousemen's  and
      mechanics'  Liens,  statutory  landlords'  Liens,  and other similar Liens
      (including  in  connection  with workers'  compensation  and  unemployment
      insurance)  arising in the ordinary  course of business,  and (x) which do
      not individually or in the aggregate  materially detract from the value of
      such  property  or assets or  materially  impair  the use  thereof  in the
      operation of the business of the Company and the Subsidiary  Guarantors or
      (y) which are being  contested in good faith by  appropriate  proceedings,
      which  proceedings have the effect of preventing the forfeiture or sale of
      the  property  or asset  subject  to such  Lien,  (c)  Liens  incurred  in
      connection  with  Permitted   Indebtedness  under  clause  (e)  thereunder
      provided  that such Liens are not  secured by assets of the Company or the
      Subsidiary  Guarantors  other than the assets so acquired  or leased,  (d)
      Liens  in  favor of the  holders  of the  Debentures,  created  under  the
      Security Documents,  (e) Liens in favor of the holders of the Seller Notes
      created  under the Seller  Note  Documents  as they exist on the  Original
      Issue Date, (f) Liens in favor of the holder of the Farequest Note created
      under the  Farequest  Note  Documents as they exist on the Original  Issue
      Date,  (g) Liens  (other  than any Lien  imposed by ERISA)  consisting  of
      pledges  or  deposits  required  in the  ordinary  course of  business  in
      connection with workers'  compensation,  unemployment  insurance and other
      social  security  legislation  or to secure the  performance  of  tenders,
      statutory  obligations,  surety,  stay,  customs and appeals bonds,  bids,
      leases, governmental contracts, trade contracts, performance and return of
      money bonds and other similar  obligations  (exclusive of obligations  for
      the  payment  of  borrowed  money) or to  secure  liability  to  insurance
      carriers,  (h) Liens consisting of judgment or judicial  attachment liens,
      provided that the enforcement of such Liens is effectively  stayed and all
      such Liens secure claims in the aggregate at any time  outstanding for the
      Company  and its  Subsidiaries  do not  exceed  $150,000,  (i)  easements,
      rights-of-way,  zoning  and other  restrictions,  minor  defects  or other
      irregularities  in title, and other similar  encumbrances  incurred in the
      ordinary course of business  which,  in the aggregate,  do not in any case
      interfere  in any  material  respect  with  the  ordinary  conduct  of the
      businesses  of the  Company,  (j) Liens  arising  from  precautionary  UCC
      financing  statements  filed under any lease  permitted by the Transaction
      Documents,  (k) Liens arising from travel agency  regulations  relating to
      customer  funds,  and (l) Liens set forth on Schedule 3.1 (aa) attached to
      the Purchase Agreement.


                                       5
<PAGE>

            "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 October ___,  2005 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  Conversion  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.

            "Trading  Day" means a day on which the Common  Stock is traded on a
      Trading Market.

            "Trading  Market" means the following  markets or exchanges on which
      the Common  Stock is listed or quoted for trading on the date in question:
      the Nasdaq  SmallCap  Market,  the American Stock  Exchange,  the New York
      Stock Exchange or the Nasdaq National Market.

            "Transaction  Documents"  shall  have the  meaning  set forth in the
      Purchase Agreement.

            "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 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 4:00 p.m.  Eastern  Time or such other time as the Trading  Market
      publicly  announces as the official  closing time of the Trading  Market);
      (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 Pink  Sheets,  LLC (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  Holder  and
      reasonably acceptable to the Company.


                                       6
<PAGE>

      Section 2. Interest.

            a)  Payment  of  Interest  in Cash or Kind.  The  Company  shall pay
      interest to the Holder on the aggregate  unconverted and then  outstanding
      principal  amount of this  Debenture at the rate of 9% per annum,  payable
      semi-annually  on January 1 and July 1,  beginning  on the first such date
      after the Original  Issue Date,  on each Optional  Redemption  Date (as to
      that principal amount being redeemed), on each Conversion Date (as to that
      principal  amount being  converted) and on the Maturity Date (except that,
      if any such date is not a Business  Day, then such payment shall be due on
      the next  succeeding  Business Day) (each such date, an "Interest  Payment
      Date"),  payable  in cash or in  shares  of  Common  Stock  valued  at the
      Interest  Conversion Rate, or a combination thereof (the amount to be paid
      in shares, the "Interest Share Amount"); provided, however, (i) payment in
      shares  of Common  Stock may only  occur if  during  the 20  Trading  Days
      immediately  prior to the applicable  Interest Payment Date (the "Interest
      Notice  Period") and through and  including the date such shares of Common
      Stock are issued to the Holder all of the Equity Conditions, unless waived
      by the Holder in writing,  have been met and the Company  shall have given
      the Holder notice in  accordance  with the notice  requirements  set forth
      below  (ii)  Shareholder  Approval  shall  have been  obtained  and deemed
      effective  and (iii) as to such Interest  Payment Date,  prior to the such
      Interest  Notice  Period  (but  not  more  5  Trading  Days  prior  to the
      commencement  of the  Interest  Notice  Period),  the  Company  shall have
      delivered to the  Holder's  account with The  Depository  Trust  Company a
      number of shares of Common Stock to be applied against such Interest Share
      Amount equal to the quotient of (x) the  applicable  Interest Share Amount
      divided by (y) the average of the 5 consecutive VWAPs immediately prior to
      the 25 Trading Days immediately  prior to the applicable  Interest Payment
      Date (the "Interest Conversion Shares").

            b) Company's  Election to Pay Interest in Kind. Subject to the terms
      and conditions  herein,  the decision whether to pay interest hereunder in
      shares of Common Stock or cash shall be at the  discretion of the Company.
      Prior to the commencement of an Interest Notice Period,  the Company shall
      provide the Holder with  written  notice of its  election to pay  interest
      hereunder on the applicable  Interest Payment Date either in cash,  shares
      of Common Stock or a combination thereof (the Company may indicate in such
      notice that the election contained in such notice shall continue for later
      periods until  revised) and the Interest Share Amount as to the applicable
      Interest  Payment Date.  During any Interest Notice Period,  the Company's
      election  (whether  specific to an Interest  Payment  Date or  continuous)
      shall be  irrevocable  as to such Interest  Payment  Date.  Subject to the
      aforementioned  conditions,  failure to timely provide such written notice
      shall be deemed an  election  by the  Company to pay the  interest on such
      Interest  Payment Date in cash. At any time the Company  delivers a notice
      to the  Holder of its  election  to pay the  interest  in shares of Common
      Stock, the Company shall file a prospectus supplement pursuant to Rule 424
      disclosing such election.  The aggregate  number of shares of Common Stock
      otherwise  issuable  to the Holder on an  Interest  Payment  Date shall be
      reduced by the number of Interest  Conversion  Shares previously issued to
      the Holder in connection with such Interest Payment Date.


                                       7
<PAGE>

            c) Interest Calculations.  Interest shall be calculated on the basis
      of a 360-day year and shall accrue daily  commencing on the Original Issue
      Date until payment in full of the principal sum, together with all accrued
      and unpaid interest and other amounts which may become due hereunder,  has
      been made.  Payment of interest in shares of Common  Stock (other than the
      Interest  Conversion  Shares  issued prior to an Interest  Notice  Period)
      shall otherwise  occur pursuant to Section  4(d)(ii) and only for purposes
      of the payment of interest in shares,  the Interest  Payment Date shall be
      deemed the Conversion Date. Interest shall cease to accrue with respect to
      any principal amount converted, provided that the Company in fact delivers
      the Conversion Shares within the time period required by Section 4(d)(ii).
      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  this  Debenture  (the  "Debenture  Register").   Except  as
      otherwise  provided  herein,  if at any time  the  Company  pays  interest
      partially  in cash and  partially in shares of Common Stock to the holders
      of the  Debentures,  then such payment shall be distributed  ratably among
      the  holders  of the  Debentures  based on their (or their  predecessor's)
      initial  purchases  of  Debentures  pursuant  to  the  Purchase  Agreement
      (adjusted  proportionally  in the  event  any  Debentures  are  no  longer
      outstanding.

            d) Late Fee.  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 Fees") which will accrue daily, from the date such interest is
      due hereunder  through and including the date of payment.  Notwithstanding
      anything to the contrary contained herein, if on any Interest Payment Date
      the Company has elected to pay interest in Common Stock and is not able to
      pay accrued  interest in the form of Common Stock because it does not then
      satisfy the  conditions  for payment in the form of Common Stock set forth
      above,  then,  at the  option  of the  Holder,  the  Company,  in  lieu of
      delivering  either  shares of Common  Stock  pursuant to this Section 2 or
      paying the regularly  scheduled  cash  interest  payment,  shall  deliver,
      within three  Trading Days of each  applicable  Interest  Payment Date, an
      amount  in cash  equal to the  product  of the  number of shares of Common
      Stock  otherwise  deliverable to the Holder in connection with the payment
      of interest due on such Interest  Payment Date and the highest VWAP during
      the  period  commencing  on the  Interest  Payment  Date and ending on the
      Trading  Day  prior to the date  such  payment  is made.  If any  Interest
      Conversion  Shares are issued to the Holder in connection with an Interest
      Payment Date and are not applied  against an Interest  Share Amount,  then
      the Holder shall promptly return such excess shares to the Company.

            e)  Prepayment.  Except as  otherwise  set forth in this  Debenture,
      including,  without  limitation,  in Section 6 hereof, the Company may not
      prepay any portion of the principal  amount of this Debenture  without the
      prior written consent of the Holder.


                                       8
<PAGE>

      Section 3. Registration of Transfers and Exchanges.

            a) Different  Denominations.  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.

            b)  Investment  Representations.  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.

            c) Reliance on Debenture  Register.  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 4. Conversion.

            a) Voluntary  Conversion.  At any time after the Original Issue Date
      until this Debenture is no longer  outstanding,  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(c) 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 this Debenture 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  this Debenture 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  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.

            b)  Conversion   Price.  The  conversion  price  in  effect  on  any
      Conversion Date shall be equal to $2.55 (subject to adjustment herein)(the
      "Conversion Price").


                                       9
<PAGE>

            c) Holder's Restriction on Conversion.  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) 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(c),
      beneficial  ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act and the rules and regulations  promulgated thereunder.
      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  obligation  to verify or
      confirm the accuracy of such determination.  In addition,  a determination
      as to any group  status  as  contemplated  above  shall be  determined  in
      accordance  with  Section  13(d) of the  Exchange  Act and the  rules  and
      regulations promulgated thereunder.  For purposes of this Section 4(c), 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 in writing or by e-mail 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 or by e-mail 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  paragraph  shall be  implemented  in a
      manner otherwise than in strict  conformity with the terms of this Section
      4(c) to  correct  this  paragraph  (or any  portion  hereof)  which may be
      defective or  inconsistent  with the intended 4.99%  beneficial  ownership
      limitation herein contained or to make changes or supplements necessary or
      desirable  to  properly  give  effect  to  such  4.99%   limitation.   The
      limitations  contained in this paragraph shall apply to a successor holder
      of this Debenture.


                                       10
<PAGE>

            d) Mechanics of Conversion

                  i.  Conversion  Shares  Issuable Upon  Conversion of Principal
            Amount.  The  number  of  shares of  Common  Stock  issuable  upon a
            conversion hereunder shall be determined by the quotient obtained by
            dividing (x) the outstanding  principal  amount of this Debenture to
            be converted by (y) the Conversion Price.

                  ii. Delivery of Certificate  Upon  Conversion.  Not later than
            three  Trading  Days after any  Conversion  Date,  the Company  will
            deliver or cause to be delivered to the Holder (A) a certificate  or
            certificates  representing the Conversion 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 this
            Debenture  (including,  if the Company has given  continuous  notice
            pursuant to Section 2(b) for payment of interest in shares of Common
            Stock at  least  20  Trading  Days  prior  to the date on which  the
            Conversion  Notice is  delivered  to the  Company,  shares of Common
            Stock   representing  the  payment  of  accrued  interest  otherwise
            determined  pursuant to Section 2(a) but assuming  that the Interest
            Notice Period is the 20 Trading Days period immediately prior to the
            date on which the Conversion  Notice is delivered to the Company and
            excluding for such issuance the condition  that the Company  deliver
            Interest  Conversion Shares as to such interest payment) and (B) the
            amount of accrued and unpaid interest (if the Company is required to
            pay accrued  interest in cash).  The Company shall, if available and
            if allowed under  applicable  securities  laws, use its commercially
            best efforts to deliver any certificate or certificates  required to
            be  delivered  by the  Company  under  this  Section  electronically
            through the  Depository  Trust  Corporation  or another  established
            clearing corporation performing similar functions.

                  iii.  Failure to Deliver  Certificates.  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 third
            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 this  Debenture
            tendered for conversion.


                                       11
<PAGE>

                  iv. Obligation  Absolute;  Partial Liquidated  Damages. If the
            Company  fails  for  any  reason  to  deliver  to  the  Holder  such
            certificate  or  certificates  pursuant  to Section  4(d)(ii) 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 $1000 of principal amount being  converted,  $5 per Trading
            Day  (increasing  to $10 per Trading Day after 5 Trading  Days 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  Conversion   Shares  upon
            conversion of this Debenture in accordance with the terms hereof are
            absolute and  unconditional  (subject to the terms and provisions of
            the other  Transaction  Documents),  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
            Conversion  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  the  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 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 8 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 Holder from seeking to enforce
            damages  pursuant to any other  Section  hereof or under  applicable
            law.


                                       12
<PAGE>

                  v.  Compensation  for  Buy-In on  Failure  to  Timely  Deliver
            Certificates  Upon  Conversion.  In  addition  to any  other  rights
            available  to the  Holder,  if the  Company  fails for any reason to
            deliver to the Holder such  certificate or certificates  pursuant to
            Section 4(d)(ii) by the third Trading Day after the Conversion Date,
            and if after such third  Trading  Day the Holder is  required by its
            brokerage  firm  to  purchase  (in an  open  market  transaction  or
            otherwise) Common Stock to deliver in satisfaction of a sale by such
            Holder  of  the  Conversion  Shares  which  the  Holder  anticipated
            receiving upon such conversion (a "Buy-In"),  then the Company shall
            (A) pay in cash to the Holder (in addition to any remedies available
            to or elected by the  Holder)  the amount by which (x) the  Holder's
            total purchase price (including brokerage  commissions,  if any) for
            the Common  Stock so  purchased  exceeds  (y) the product of (1) the
            aggregate  number  of  shares  of  Common  Stock  that  such  Holder
            anticipated receiving from the conversion at issue multiplied by (2)
            the actual  sale  price of the Common  Stock at the time of the sale
            (including  brokerage  commissions,  if  any)  giving  rise  to such
            purchase  obligation  and (B) at the  option of the  Holder,  either
            reissue (if surrendered, or cancel the Conversion Notice so as to in
            effect  reissue) this  Debenture in a principal  amount equal to the
            principal  amount of the  attempted  conversion  or  deliver  to the
            Holder  the  number of shares of Common  Stock  that would have been
            issued  had  the  Company   timely   complied   with  its   delivery
            requirements  under  Section  4(d)(ii).  For example,  if the Holder
            purchases  Common Stock having a total  purchase price of $11,000 to
            cover a Buy-In  with  respect  to an  attempted  conversion  of this
            Debenture  with  respect  to  which  the  actual  sale  price of the
            Conversion  Shares  at the  time of the  sale  (including  brokerage
            commissions,  if any) giving rise to such purchase  obligation was a
            total of  $10,000  under  clause  (A) of the  immediately  preceding
            sentence,  the Company  shall be required to pay the Holder  $1,000.
            The Holder shall provide the Company  written notice  indicating the
            amounts payable to the Holder in respect of the Buy-In together with
            applicable  confirmation and other evidence reasonably  requested by
            the Company.

                  vi.  Reservation  of  Shares  Issuable  Upon  Conversion.  The
            Company  covenants  that it  will  at all  times  reserve  and  keep
            available out of its authorized and unissued  shares of Common Stock
            solely for the purpose of issuance upon conversion of this Debenture
            and payment of interest on this Debenture,  each as herein provided,
            free from preemptive rights or any other actual contingent  purchase
            rights of persons  other than the Holder  (and the other  holders of
            the  Debentures),  not less than such number of shares of the Common
            Stock as shall (subject to the terms and conditions set forth in the
            Purchase Agreement) be issuable (taking into account the adjustments
            and   restrictions   of  Section  5)  upon  the  conversion  of  the
            outstanding  principal  amount  of this  Debenture  and  payment  of
            interest hereunder.  The Company covenants that all shares of Common
            Stock that  shall be so  issuable  shall,  upon  issue,  be duly and
            validly authorized, issued 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.

                  vii.  Fractional  Shares.  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.


                                       13
<PAGE>

                  viii.  Transfer Taxes. The issuance of certificates for shares
            of the Common Stock on  conversion of this  Debenture  shall be made
            without  charge to the Holder  hereof for any  documentary  stamp or
            similar  taxes  that  may be  payable  in  respect  of the  issue or
            delivery of such certificate, provided that the Company shall not be
            required  to pay any tax  that  may be  payable  in  respect  of any
            transfer   involved  in  the  issuance  and  delivery  of  any  such
            certificate  upon conversion in a name other than that of the Holder
            of this Debenture 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.

      Section 5. Certain Adjustments.

            a) Stock  Dividends  and Stock Splits.  If the Company,  at any time
      while  this  Debenture  is  outstanding:  (A)  pays a  stock  dividend  or
      otherwise  makes 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)  subdivides  outstanding
      shares of  Common  Stock  into a larger  number of  shares,  (C)  combines
      (including  by way of reverse  stock split)  outstanding  shares of Common
      Stock into a smaller number of shares,  or (D) issues by  reclassification
      of shares of the Common Stock any shares of capital  stock of the Company,
      then the  Conversion  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  immediately before such event and of
      which the  denominator  shall be the  number  of  shares  of Common  Stock
      outstanding  immediately 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.

            b) Subsequent  Equity Sales.  If the Company or any  Subsidiary,  as
      applicable,  at any time while this Debenture is outstanding,  shall sell,
      publicly offer,  grant any option to purchase or publicly  offer,  sell or
      grant any right to reprice  its  securities,  or  otherwise  dispose of or
      issue 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 Conversion Price (such lower price,  the "Base Conversion  Price"
      and such  issuances  collectively,  a  "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
      Conversion  Price, such issuance shall be deemed to have occurred for less
      than the Conversion Price on such date of the Dilutive Issuance), then the
      Conversion  Price  shall be  reduced to equal the Base  Conversion  Price,
      provided,  however,  prior  to the date the  Company  obtains  Shareholder
      Approval  in  accordance  with the rules and  regulations  of the  Trading
      Market,  in no event shall the  Conversion  Price be  adjusted  under this
      Section 5(b) to less than $_____(1), subject to adjustment for reverse and
      forward  stock  splits,  stock  dividends,  stock  combinations  and other
      similar transactions of the Common Stock that occur after the date of this
      Debenture.  Such  adjustment  shall be made  whenever such Common Stock or
      Common Stock  Equivalents are issued.  Notwithstanding  the foregoing,  no
      adjustment  will be made under this  Section  5(b) in respect of an Exempt
      Issuance  or in  respect  of  shares  of  Common  Stock  issued  in a firm
      commitment  underwritten public offering with a nationally  recognized and
      reputable investment bank with gross proceeds of at least $10,000,000. 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 (such notice the "Dilutive Issuance  Notice").  For purposes
      of clarification,  whether or not the Company provides a Dilutive Issuance
      Notice  pursuant to this Section 5(b), upon the occurrence of any Dilutive
      Issuance,  after the date of such Dilutive Issuance the Holder is entitled
      to receive a number of  Conversion  Shares based upon the Base  Conversion
      Price  regardless  of  whether  the Holder  accurately  refers to the Base
      Conversion Price in the Notice of Conversion.

------------------
(1) The closing price of the Common Stock on the Trading Day  immediately  prior
to the date of the Purchase Agreement.


                                       14
<PAGE>

            c) Pro Rata  Distributions.  If the Company,  at any time while this
      Debenture is outstanding,  shall distribute to all holders of Common Stock
      (and not to the holders of the Debenture) evidences of its indebtedness or
      assets  (including  cash and cash  dividends)  or  rights or  warrants  to
      subscribe  for or  purchase  any  security,  then in each  such  case  the
      Conversion Price shall be adjusted by multiplying such Conversion Price in
      effect  immediately  prior to the record date fixed for  determination  of
      stockholders  entitled to receive such distribution by a fraction of which
      the  denominator  shall  be the  VWAP  determined  as of the  record  date
      mentioned  above,  and of which the  numerator  shall be such VWAP on such
      record  date less the then fair  market  value at such  record date of the
      portion  of  such  assets  or  evidence  of  indebtedness  so  distributed
      applicable to one  outstanding  share of the Common Stock as determined by
      the Board of Directors in good faith. In either case the adjustments shall
      be  described  in a  statement  provided  to the Holder of the  portion of
      assets or evidences of  indebtedness  so distributed or such  subscription
      rights  applicable to one share of Common Stock.  Such adjustment shall be
      made  whenever any such  distribution  is made and shall become  effective
      immediately after the record date mentioned above.

            d) Fundamental Transaction.  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 Conversion
      Share that would have been issuable upon such conversion immediately prior
      to the  occurrence  of 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  Conversion  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  Conversion  Price among the Alternate  Consideration  in a
      reasonable   manner   reflecting  the  relative  value  of  any  different
      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 (d) and insuring
      that this Debenture (or any such  replacement  security) will be similarly
      adjusted  upon  any  subsequent  transaction  analogous  to a  Fundamental
      Transaction.


                                       15
<PAGE>

            e) Calculations. All calculations under this Section 5 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  5, the  number of shares of Common  Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the number of shares of Common Stock (excluding  treasury shares,  if any)
      issued and outstanding.

            f) Notice to the Holder.

                  i.  Adjustment to Conversion  Price.  Whenever the  Conversion
            Price is  adjusted  pursuant  to any of this  Section 5, the Company
            shall  promptly  mail to each  Holder a  notice  setting  forth  the
            Conversion  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).


                                       16
<PAGE>

                  ii. Notice to Allow  Conversion by Holder.  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 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 this  Debenture,  and shall  cause to be
            mailed to the Holder at its last  addresses  as it shall appear upon
            the stock books of the Company,  at least 10 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.  The Holder is entitled to convert this Debenture during the
            10-day  period  commencing  the date of such notice to the effective
            date of the event triggering such notice.

      Section 6. Redemption.

            a)  Optional  Redemption  at  Election  of  Company.  Subject to the
      provisions  of this Section 6, at any time after the Effective  Date,  the
      Company  may  deliver  a notice to the  Holder  (an  "Optional  Redemption
      Notice"  and the date  such  notice  is deemed  delivered  hereunder,  the
      "Optional  Redemption Notice Date") of its irrevocable  election to redeem
      some or all of the then outstanding  Debentures,  for an amount,  in cash,
      equal  to the  Optional  Redemption  Amount  on (i) the 20th  Trading  Day
      following  the Optional  Redemption  Notice Date,  or (ii) the date of the
      closing date of a Fundamental  Transaction so long as such closing date is
      no less than 20 Trading  Days and no more than 30 Trading  Days  following
      the Optional  Redemption Notice Date (such date, the "Optional  Redemption
      Date"  and such  redemption,  the  "Optional  Redemption").  The  Optional
      Redemption  Amount is due in full on the Optional  Redemption  Date. Other
      than  in  connection  with  an  Optional  Redemption  of all  of the  then
      outstanding Debentures occurring immediately prior to or concurrently with
      the consummation of a Fundamental Transaction, the Company may only effect
      an Optional  Redemption  if during the period  commencing  on the Optional
      Redemption Notice Date through to the Optional Redemption Date and through
      and  including  the date such  shares of  Common  Stock are  issued to the
      Holder,  each of the Equity  Conditions shall have been met. If any of the
      Equity  Conditions  shall  cease to be  satisfied  at any time  during the
      required  period,  then the  Holder  may  elect to  nullify  the  Optional
      Redemption Notice by notice to the Company within 3 Trading Days after the
      first day on which any such Equity  Condition  has not been met  (provided
      that if, by a  provision  of the  Transaction  Documents,  the  Company is
      obligated  to  notify  the  Holder  of  the  non-existence  of  an  Equity
      Condition,  such notice  period shall be extended to the third Trading Day
      after  proper  notice  from  the  Company)  in  which  case  the  Optional
      Redemption Notice shall be null and void, ab initio. The Company covenants
      and agrees that it will honor all Notices of Conversion  tendered from the
      time of delivery of the Optional  Redemption  Notice  through the date all
      amounts owing thereon are due and paid in full.


                                       17
<PAGE>

            b) Holder  Redemption Right. Upon notice from the Company of, or the
      public  announcement of, the occurrence of a Change of Control Transaction
      or a Fundamental Transaction, the Holder shall have the right to deliver a
      notice to the  Company (a  "Holder  Redemption  Notice"  and the date such
      notice is deemed delivered hereunder, the "Holder Redemption Notice Date")
      of its irrevocable  election to cause the Company to redeem some or all of
      the then outstanding  principal amount of this Debenture for an amount, in
      cash,  equal to (i) 125% of the principal  amount of this  Debenture  then
      outstanding,  (ii) accrued but unpaid  interest  and (iii) all  liquidated
      damages and other  amounts due in respect of this  Debenture  (the "Holder
      Redemption" and such amount the "Holder  Redemption  Amount").  The Holder
      Redemption  Notice  may  be  delivered  any  time  after  such  notice  or
      announcement  until the 10th Trading Day prior to the  consummation of the
      Fundamental Transaction or Change of Control Transaction provided that the
      Holder is given 30 Trading Days' prior written  notice from the Company of
      the consummation of such transaction.  The Holder Redemption Amount is due
      and payable on, and  contingent  upon,  the closing or  occurrence  of the
      Fundamental  Transaction  or the Change of Control  Transaction,  provided
      that for a Change of Control  Transaction  pursuant to clause (v) therein,
      such payment  shall be contingent  upon,  and occur on, the closing of the
      applicable agreement.

            c) Redemption Procedure. The payment of cash pursuant to an Optional
      Redemption  shall be made on the Optional  Redemption Date. If any portion
      of the cash payment for an Optional  Redemption or Holder Redemption shall
      not be paid by the  Company by the  respective  due date,  interest  shall
      accrue thereon at the rate of 18% per annum (or the maximum rate permitted
      by  applicable  law,  whichever is less) until the payment of the Optional
      Redemption  Amount or Holder  Redemption  Amount,  plus all amounts  owing
      thereon is paid in full.  Alternatively,  if any  portion of the  Optional
      Redemption  Amount or Holder  Redemption  Amount remains unpaid after such
      date, the Holders  subject to such redemption may elect, by written notice
      to the Company given at any time thereafter,  to invalidate ab initio such
      redemption,  notwithstanding  anything  herein  contained to the contrary,
      provided such Holders repay that portion of the Optional Redemption Amount
      or Holder  Redemption Amount previously paid, if any, with respect to such
      invalidated Optional Redemption concurrently with delivery of such notice,
      the  Company  shall  have no  further  right  to  exercise  such  Optional
      Redemption.  Notwithstanding  anything to the  contrary in this Section 6,
      the  Company's  determination  to redeem in cash  pursuant  to an Optional
      Redemption shall be applied among the Holders of Debentures ratably (based
      on the  original  principal  amount  purchased  pursuant  to the  Purchase
      Agreement)  adjusted  proportionally  in the event any  Debentures  are no
      longer  outstanding.  The  Holder  may elect to  convert  the  outstanding
      principal  amount of the  Debenture  pursuant to Section 4 prior to actual
      payment in cash for any redemption under this Section 6 by fax delivery of
      a Notice of Conversion to the Company.


                                       18
<PAGE>

      Section 7. Negative Covenants.  So long as any portion of the Indebtedness
existing under this Debenture is outstanding,  the Company will not and will not
permit any of the Subsidiary Guarantors to directly or indirectly, except as may
be waived or  consented to in writing by the holders of at least 66% of the then
outstanding principal amount of the Debentures:

            a) other than Permitted  Indebtedness,  enter into,  create,  incur,
      assume,  guarantee or suffer to exist any  indebtedness for borrowed money
      of any kind, including but not limited to, a guarantee, 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;

            b) other than Permitted Liens, enter into, create,  incur, assume or
      suffer to exist any 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;

            c) amend its certificate of  incorporation,  bylaws or other charter
      documents  so as to  materially  and  adversely  affect  any rights of the
      Holder;

            d) repay,  repurchase  or offer to repay,  repurchase  or  otherwise
      acquire  more than a de minimis  number of shares of its  Common  Stock or
      Common Stock  Equivalents  other than (i) the Seller Notes, (ii) as to the
      Conversion   Shares  to  the  extent   permitted  or  required  under  the
      Transaction  Documents  or  as  otherwise  permitted  by  the  Transaction
      Documents  or (iii) as to  repurchases  of shares of Common Stock or other
      equity  securities  of departing  officers  and  directors of the Company;
      provided such repurchases shall not exceed $100,000, in the aggregate, for
      all officers and  directors  during the term of this  Debenture or (iv) as
      otherwise permitted by the Transaction Documents;


                                       19
<PAGE>

            e) enter into any agreement with respect to any of the foregoing; or

            f) pay cash dividends or distributions  on any equity  securities of
      the Company, other than cash dividends or distributions by a Subsidiary to
      the Company.

      Section 8. 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,  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 materially fail to observe or perform in
            any material  respect any other  covenant or agreement  contained in
            this  Debenture or any other  Debenture  (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 (xi)
            below or failure to obtain  Shareholder  Approval) which failure has
            had or could  reasonably  be  expected  to have a  Material  Adverse
            Effect and 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 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,
            which  default or event of default is not cured  within 30 days.  or
            (B) any other material agreement,  lease,  document or instrument to
            which the Company or any Subsidiary Guarantor is bound which default
            or event of default materially  restricts the ability of the Company
            or either of the Subsidiary  Guarantors to operate their  respective
            business thereof in the ordinary course;

                  iv. any  representation  or warranty made herein, in any other
            Transaction  Documents,  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;


                                       20
<PAGE>

                  v. (i) the Company or any Subsidiary  Guarantor shall commence
            a case,  as  debtor,  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  Guarantor  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  Guarantor or (ii)
            there is  commenced a case  against  the  Company or any  Subsidiary
            Guarantor,  under any applicable  bankruptcy or insolvency  laws, as
            now or hereafter in effect or any  successor  thereto  which remains
            undismissed  for a period of 60 days;  or (iii) the  Company  or any
            Subsidiary   Guarantor  is  adjudicated  by  a  court  of  competent
            jurisdiction  insolvent or bankrupt; or any order of relief or other
            order approving any such case or proceeding is entered;  or (iv) the
            Company or any Subsidiary  Guarantor  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
            (v)  the  Company  or  any  Subsidiary  Guarantor  makes  a  general
            assignment  for the benefit of creditors;  or (vi) 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 (vii) the
            Company  or any  Subsidiary  Guarantor  shall  call a meeting of its
            creditors  with a view to  arranging a  composition,  adjustment  or
            restructuring  of its debts; or (viii) the Company or any Subsidiary
            Guarantor shall by any act or failure to act expressly  indicate its
            consent to, approval of or acquiescence in any of the foregoing;  or
            (ix) any  corporate  or other  action is taken by the Company or any
            Subsidiary  Guarantor  for  the  purpose  of  effecting  any  of the
            foregoing;

                  vi. the Company or any Subsidiary  Guarantor  shall default in
            any of its obligations under any mortgage, credit agreement or other
            borrowing  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   $500,000,   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;

                  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.  shall  agree to sell or  dispose of all or in excess of
            33% of its  assets  (other  than FS  SunTours,  Inc.) in one or more
            transactions  (whether or not such sale would constitute a Change of
            Control  Transaction) or the Company 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
            Conversion Shares and repurchases of shares of Common Stock or other
            equity  securities  of  departing  officers  and  directors  of  the
            Company; provided such repurchases shall not exceed $100,000, in the
            aggregate,  for all officers and  directors  during the term of this
            Debenture);


                                       21
<PAGE>

                  ix. a  Registration  Statement  shall not have  been  declared
            effective by the  Commission  on or prior to the 240th  calendar day
            after the Closing Date;

                  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  60  consecutive  Trading  Days or 90
            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 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; or

                  xi.  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(d) or
            the Company shall provide notice to the Holder,  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.

            b) Remedies Upon Event of Default.  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. The
      aggregate  amount  payable upon an Event of Default  shall be equal to the
      Mandatory  Default  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. Upon the payment in full of the Mandatory
      Default  Amount  on  this  entire  Debenture  the  Holder  shall  promptly
      surrender this Debenture 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  upon the
      expiration  of any  applicable  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.


                                       22
<PAGE>

      Section 9. Miscellaneous.

            a)  Notices.   Any  and  all  notices  or  other  communications  or
      deliveries  to be provided  by the Holder  hereunder,  including,  without
      limitation,  any Notice of  Conversion,  shall be in writing and delivered
      personally,  by facsimile,  or sent by a nationally  recognized  overnight
      courier service, addressed to the Company, at the address set forth above,
      facsimile number (404) 943-1094, Attn: President, or such other address or
      facsimile number as the Company may specify for such purposes by notice to
      the Holder 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 or
      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) if sent other than by  facsimile or courier,  upon actual  receipt by
      the party to whom such notice is required to be given.

            b) Absolute  Obligation.  Except as expressly  provided  herein,  no
      provision of this  Debenture  shall alter or impair the  obligation of the
      Company,  which is absolute and unconditional (subject to the terms of the
      Transaction  Documents),  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 by the  Company  under the terms set
      forth herein and is subject to the terms of the Security Agreement.

            c)  Lost  or  Mutilated  Debenture.   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  and,  in  the  case  of  mutilation,  delivery  of  such
      certificate or instrument to the Company.


                                       23
<PAGE>

            d)  Governing  Law.  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 reasonable attorneys' fees and other
      costs  and  expenses  incurred  with the  investigation,  preparation  and
      prosecution of such action or proceeding.

            e) Waiver.  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.

            f)  Severability.  If any  provision  of this  Debenture is invalid,
      illegal or  unenforceable,  the balance of this Debenture  shall remain in
      effect,   and  if  any  provision  is   inapplicable   to  any  person  or
      circumstance, it shall nevertheless remain applicable to all other persons
      and circumstances.  If it shall be found that any interest or other amount
      deemed interest due hereunder  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 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 impede the  execution of any power herein
      granted to the Holder,  but will suffer and permit the  execution of every
      such as though no such law has been enacted.


                                       24
<PAGE>

            g) Next  Business  Day.  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.

            h) Headings. The headings contained herein are for convenience only,
      do not  constitute  a part of this  Debenture  and  shall not be deemed to
      limit or affect any of the provisions hereof.

            i) Assumption. Any successor to the Company or surviving entity in a
      Fundamental Transaction shall (i) assume in writing all of the obligations
      of the Company under this  Debenture and the other  Transaction  Documents
      pursuant to written  agreements in form and substance  satisfactory to the
      Holder (such approval not to be unreasonably withheld or delayed) prior to
      such  Fundamental  Transaction  and  (ii) to  issue  to the  Holder  a new
      debenture  of such  successor  entity  evidenced  by a written  instrument
      substantially similar in form and substance to this Debenture,  including,
      without  limitation,  having a principal amount and interest rate equal to
      the principal amounts and the interest rates of the Debentures held by the
      Holder and having similar ranking to this Debenture,  and  satisfactory to
      the Holder (any such approval not to be unreasonably withheld or delayed).
      The  provisions of this Section 9(i) shall apply  similarly and equally to
      successive Fundamental Transactions and shall be applied without regard to
      any limitations of this Debenture.

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


                                       25
<PAGE>

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

                                       ONETRAVEL HOLDINGS, INC.

                                       By:
                                           -------------------------------------
                                           Name: Marc E. Bercoon
                                           Title: President


                                       26
<PAGE>

                                     ANNEX A

                              NOTICE OF CONVERSION

      The  undersigned  hereby elects to convert  principal under the 9% Secured
Convertible Debenture of OneTravel,  Holdings, Inc., a Delaware corporation (the
"Company"), due on October __, 2008 into shares of common stock, par value $0.04
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 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 Debenture 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:


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<PAGE>

                                   Schedule 1

                               CONVERSION SCHEDULE

The 9% Secured  Convertible  Debentures due on October __, 2008 in the aggregate
principal  amount of  $____________  issued by  OneTravel  Holdings,  Inc.  This
Conversion  Schedule  reflects  conversions  made  under  Section 4 of the above
referenced Debenture.

                                     Dated:

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


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</TABLE>


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