Exhibit 4.2


                              CONUS HOLDINGS, INC.

                      8% SUBORDINATED CONVERTIBLE DEBENTURE
                                DUE JUNE 30, 2003




Number:_______________________________________________________

Principal: $__________________________________________________

Original Issue Date:__________________________________________

Registered Holder:____________________________________________
                                (name)


         Conus  Holdings,  Inc.,  a  Nevada  corporation  (the  "Company")  with
principal  offices at 1517 E. 7th Avenue,  Suite C, Tampa,  Florida  33605,  for
value  received,  hereby  promises  to pay the  registered  holder  hereof  (the
"Holder")  the  principal  sum set forth above on June 30,  2003 (the  "Maturity
Date"),  in such coin or currency of the United States of America as at the time
of  payment  shall be the legal  tender for the  payment  of public and  private
debts,  and to pay interest,  less any amounts required by law to be deducted or
withheld,  computed  on the basis of a 365-day  year,  on the  unpaid  principal
balance hereof from the date hereof (the "Original Issue Date"),  at the rate of
8% per year, until such principal sum shall have become due and payable,  or has
been  converted by the Holder  pursuant to Section 6, below.  Interest  payments
will be made at the  option of the  Holder in either  cash or in such  number of
shares of the Company's common stock, $.001 par value ("Common Stock"), computed
in accordance with Section 5.2 below and shall be paid, on December 31, 2001 and
quarterly  thereafter  until  Maturity,  or if the principal of the Debenture is
earlier converted,  upon conversion pursuant to Section 6, below. All references
herein to dollar amounts refers to U.S. dollars.

         By acceptance and purchase of this  Debenture,  the  registered  holder
hereof  agrees  with the  Company  that the  Debenture  shall be  subject to the
following terms and conditions:

         1.  Authorization  of Debentures.  The Company has authorized the issue
and sale of its 8% Senior Subordinated  Convertible Debentures due June 30, 2003
(the  "Debenture,"  such term  includes  any  debentures  which may be issued in
exchange or in  replacement  thereof) in the aggregate  principal  amount of not
more than U.S. $500,000.

         2. Transfer or Exchange.  Prior to due  presentation 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  Company's
Debenture  Register as the owner hereof for the purpose of receiving  payment as
herein provided and for all other purposes.

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         3.  Current  Market  Price.  For purposes of this  Debenture,  "Current
Market Price" of the Common stock means:

                  (a)      If  traded  on a  securities  exchange,  the  average
                           closing  bid  price  of  the  Common  Stock  on  such
                           exchange   for  the   fifteen   (15)   trading   days
                           immediately prior to conversion;

                  (b)      If traded over the counter,  the average  closing bid
                           price  reported  by  Bloomberg  from the  NASDAQ  OTC
                           Bulletin  Board for the  fifteen  (15)  trading  days
                           immediately prior to conversion; or

                  (c)      In all other events,  the market price  determined by
                           the Board of Directors of the Company in good faith.

         4. Prepayment; Payment of Interest in Shares.

                  4.1 Optional  Prepayment of Debenture.  The Company may prepay
the Debenture.

                  4.2 Payment of Interest in Shares.  Prior to the conversion of
the principal amount of the Debenture,  the Company will issue to the Holder, at
the Holder's option, in lieu of cash interest, shares of Common Stock calculated
in accordance with the following formula (the "Conversion Rate"):

                  Interest Shares = (.5 x *Principal) / Conversion Price, where

          *Principal = the Principal Amount of the Debenture, and

          *Conversion Price = .50

         5.       Conversion of Debentures.

                  5.1      Conversion of the Debenture.

                  (a)      Right to Convert. The record holder of this Debenture
                           shall be entitled,  on or after  October 30, 2001, at
                           the option of the Holder,  to convert this Debenture,
                           in  whole  but  not in  part,  into  fully  paid  and
                           non-assessable  shares of the Company's  Common Stock
                           at the rate of $.50 per share.

                  5.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege,  the Holder shall surrender such Debenture,  together with
the Notice of Conversion  annexed hereto as Exhibit 1 appropriately  endorsed to
the  Company at its  principal  office,  accompanied  by  written  notice to the
Company (a) stating that the Holder elects to convert the Debenture or a portion
thereof,  and if a portion, the amount of such portion in multiples of $1,000 in
principal  amount,  and (b) setting  forth the name or names  (with  address) in
which the certificate or  certificates  for shares of Common Stock issuable upon
such  conversion  shall be issued.  Provided the Debenture is received  properly
endorsed promptly by the Company, the date of conversion of such Debenture shall

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be  deemed  to be the date of  receipt  of  Notice  of  Conversion,  even if the
Company's  stock  transfer  books are at that time  closed,  and the  converting
Holder shall be deemed to have  become,  on the date of  conversion,  the record
holder of the shares of Common Stock  deliverable upon such  conversion.  If the
Debenture is not received, properly endorsed by the fifth business day following
the date the Company receives Notice of Conversion, the date of conversion shall
be deemed to be the date the  Debenture  is received,  provided  that such later
receipt will not lower the Conversion Price stated in the Notice of Conversion.

                  As soon as reasonably  possible  after the date of conversion,
the Company shall issue and deliver to such  converting  Holder a certificate or
certificates for the number of shares of Common Stock due on such conversion. No
adjustments  in respect of  interest  or cash  dividends  shall be made upon the
conversion of any Debenture or Debentures.

                  Upon  conversion of the  Debenture in part,  the Company shall
execute and deliver to the Holder thereof,  at the expense of the Company, a new
Debenture,  in aggregate  principal  amount equal to the unconverted  portion of
such  Debenture.  such new  Debenture  shall have the same terms and  provisions
other than the principal  amount as the Debenture or Debentures  surrendered for
conversion.

                  5.3 Duration of Conversion  Privilege.  The right to subscribe
for and purchase  shares of Common Stock  pursuant to the  conversion  privilege
granted  herein shall  commence on the October 30, 2001 and shall expire at 5:00
p.m., New York time on June 30, 2003.

                  5.4 Stock Fully Paid;  Restricted.  The Company  covenants and
agrees that:

                  (a)      all shares  which may be issued upon the  exercise of
                           the conversion  privilege  granted herein will,  upon
                           issuance  in  accordance  with the terms  hereof,  be
                           fully paid,  nonassessable,  and free from all taxes,
                           liens and charges (except for taxes, if any, upon the
                           income  of the  Holder)  with  respect  to the  issue
                           thereof, and that the issuance thereof shall not give
                           rise  to any  preemptive  rights  on the  part of the
                           stockholders;

                  (b)      the failure of the  Company to issue  shares upon the
                           conversion  of the  Debenture  will  cause the holder
                           immediate irreparable harm.

                  5.5 Antidilution Provisions. The following provisions apply to
the Debenture:

                  (a)      In case the Company  shall (i) pay a dividend or make
                           a  distribution  in  shares  of  Common  Stock,  (ii)
                           subdivide its outstanding shares of Common Stock into
                           a greater  number of  shares of Common  Stock,  (iii)
                           combine its outstanding shares of Common Stock into a
                           smaller number of shares of Common Stock, (iv) make a
                           distribution  on its  Common  Stock in  shares of its
                           capital stock other than Common  Stock,  or (v) issue
                           by   reclassification   of  its  Common  Stock  other
                           securities of the Company,  the conversion  privilege

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                           of the  Debenture  and the  Conversion  Price then in
                           effect immediately prior thereto shall be adjusted so
                           that the Holder shall be entitled to receive the kind
                           and  number  of  shares  of  Common  Stock  and other
                           securities  of the Company  which it would have owned
                           or would  have been  entitled  to  receive  after the
                           happening of any of the events  described  above, had
                           the Debenture been converted immediately prior to the
                           happening  of such  event  or any  record  date  with
                           respect thereto. Any adjustment made pursuant to this
                           paragraph  (a)  shall  become  effective  immediately
                           after the effective date of such event retroactive to
                           the record date, if any, for such event.

                  (b)      When the  number of  shares  of  Common  Stock or the
                           Conversion Price is adjusted as herein provided,  the
                           Company  shall  cause to be  promptly  mailed  to the
                           Holder by first class mail,  postage prepaid,  notice
                           of such  adjustment or adjustments  and a certificate
                           of a firm of independent public accountants  selected
                           by the Board of  Directors of the Company (who may be
                           the  regular  accountants  employed  by the  Company)
                           setting  forth the  number of shares of Common  Stock
                           and the  Conversion  Price after such  adjustment,  a
                           brief   statement   of  the  facts   requiring   such
                           adjustment   and  the   computation   by  which  such
                           adjustment was made.

                  (c)      For the purpose of this Section  5.5,  the  following
                           shall apply:

                           (i)      The term  "Common  Stock" shall mean (A) the
                                    class  of  stock  designated  as the  Common
                                    Stock  of the  Company  at the  date of this
                                    Debenture  or (B) any  other  class of stock
                                    resulting   from   successive   changes   or
                                    reclassification   of  such   Common   Stock
                                    consisting  solely of  changes in par value,
                                    or from par value to no par  value,  or from
                                    no par value to par value. In the event that
                                    at any time,  as a result  of an  adjustment
                                    made  pursuant  to  this  Section  5.5,  the
                                    Holder shall become  entitled to receive any
                                    securities  upon  conversion  of the Company
                                    other than shares of Common Stock thereafter
                                    the number of such other  securities and the
                                    Conversion Price of such securities shall be
                                    subject to adjustment from time to time in a
                                    manner and on terms as nearly  equivalent as
                                    practicable to the  provisions  with respect
                                    to  the  Common  Stock   contained  in  this
                                    Section 5.5.

                           (ii)     If  the   Common   Stock  is   traded  on  a
                                    securities exchange or over the counter, the
                                    "Current  Market Price" for purposes of this
                                    Section  5.5 shall  mean the  average of the
                                    Current   Market   Prices   for   the   five
                                    consecutive  trading days immediate1y  prior
                                    to the date of the event which  necessitates
                                    an adjustment to the Conversion Price.

                  5.6 No Adjustment for Dividends. Except as provided in Section
5.5, no  adjustment  in respect to any  dividends  paid shall be made during the
term of the Debenture or upon the exercise of the Debenture.

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<PAGE>

                  5.7  Preservation  of Purchase  Rights  Upon  Reclassification
Consolidation.  etc. In the case of any  consolidation  of the  Company  with or
merger of the Company  into  another  corporation  or in the case of any sale or
conveyance to another  corporation of all or substantially  all of the property,
assets or business of the Company,  the Company or such  successor or purchasing
corporation,  as the case may be,  shall  provide that the Holder shall have the
right  thereafter  upon payment of the  Conversion  Price in effect  immediately
prior to such action to purchase  upon  conversion of the Debenture the kind and
amount of shares and other  securities  and property which the Holder would have
owned  or  have  been   entitled  to  receive   after  the   happening  of  such
consolidation,  merger,  sale or  conveyance  had the Debenture  been  converted
immediately prior to such action.  such agreement shall provide for adjustments,
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided  for in this  Section  5. The  provisions  of this  Section  5.7  shall
similarly apply to successive consolidations, mergers, sales or conveyances.

                  5.8 Par Value of Common Stock.  Before taking any action which
would cause an adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock  issuable upon  conversion of the  Debenture,  the
Company will take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally  issue fully paid
and nonassessable shares of Common Stock at such adjusted Conversion Price.

                  5.9 Statement on Debenture  Certificates.  Irrespective of any
adjustments  in the  Conversion  Price or the number of securities  convertible,
this Debenture certificate or any certificates  hereafter issued may continue to
express the same price and number of securities as are stated in this  Debenture
certificate.  However, the Company may at any time in its sole discretion (which
shall be  conclusive)  make any change in the form of the Debenture  certificate
that it may deem appropriate and that does not affect the substance thereof; and
any  Debenture  certificate  thereafter  issued,  whether upon  registration  or
transfer  of, or in  exchange or  substitution  for,  an  outstanding  Debenture
certificate, may be in the form so changed.

         6. Restrictions on Transferability.  The Debenture and the Common Stock
issuable upon conversion of the Debenture shall not be transferred, hypothecated
or assigned before  satisfaction of the conditions  specified in this Section 6,
which  conditions are intended to ensure  compliance  with the provisions of the
Securities Act with respect to the Transfer of any Debenture or any Common Stock
issuable  upon  conversion  of the  Debenture.  Holder,  by  acceptance  of this
Debenture, agrees to be bound by the provisions of this Section 6.

                  6.1 Restrictive Legend. The Holder by accepting this Debenture
and any Common Stock issuable upon conversion of the Debenture  agrees that this
Debenture  and the  Common  Stock  issuable  upon  conversion  hereof may not be
assigned or otherwise  transferred unless and until (i) the Company has received
an opinion of counsel for the Holder that such  securities  may be sold pursuant
to  an  exemption  from  registration   under  the  Securities  Act  or  (ii)  a
registration statement relating to such securities has been filed by the Company
and declared effective by the Commission.

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<PAGE>

                  (a)      Each certificate for Common Stock issuable  hereunder
                           shall bear a legend  substantially  worded as follows
                           unless such  securities have been sold pursuant to an
                           effective registration statement under the Securities
                           Act:

                           "The securities  represented by this certificate have
                           not been registered under the Securities Act of 1933,
                           as amended (the "Act") or any state  securities laws.
                           The  securities  may not be offered  for sale,  sold,
                           assigned,    offered,    transferred   or   otherwise
                           distributed  for  value  except  (i)  pursuant  to an
                           effective registration statement under the Act or any
                           state   securities   laws  or  (ii)  pursuant  to  an
                           exemption from  registration  or prospectus  delivery
                           requirements  under the Act or any  state  securities
                           laws in respect of which the Company has  received an
                           opinion of  counsel  satisfactory  to the  Company to
                           such effect."

                  (b)      Except as  otherwise  provided in this Section 6, the
                           Debenture  shall be  stamped or  otherwise  imprinted
                           with a legend in substantially the following form:

                           "This Debenture and the securities represented hereby
                           have not been registered  under the Securities Act of
                           1933, as amended,  or any state  securities  laws and
                           may not be  transferred in violation of such Act, the
                           rules  and   regulations   thereunder  or  any  state
                           securities laws or the provisions of this Debenture."

                  6.2 Notice of  Proposed  Transfers.  Prior to any  Transfer or
attempted  Transfer of any Debenture or any shares of  Restricted  Common Stock,
the Holder shall give five (5) days' prior written notice (a "Transfer  Notice")
to the Company of Holder's  intention to effect such  Transfer,  describing  the
manner and  circumstances of the proposed  Transfer,  and obtain from counsel to
Holder  an  opinion  that  the  proposed  Transfer  of  such  Debenture  or such
Restricted  Common  Stock  may  be  effected  without   registration  under  the
Securities  Act or state  securities  laws.  After the Company's  receipt of the
Transfer Notice and opinion, such Holder shall thereupon be entitled to Transfer
such Debenture or such Restricted  Common Stock, in accordance with the terms of
the  Transfer  Notice.  Each  certificate,  if any,  evidencing  such  shares of
Restricted  Common Stock issued upon such Transfer and the Debenture issued upon
such  Transfer  shall bear the  restrictive  legends  set forth in Section  6.1,
unless in the opinion of such  counsel  such legend is not  required in order to
ensure compliance with the Securities Act.

                  6.3 Termination of Restrictions. Notwithstanding the foregoing
provisions  of Section 6, the  restrictions  imposed  by this  Section  upon the
transferability of the Debentures, the Common Stock issuable upon conversion and
the Restricted Common Stock (or Common Stock issuable upon the conversion of the
Debenture) and the legend  requirements of Section 6.1 shall terminate as to any
particular  Debenture or Restricted  Common Stock (or Common Stock issuable upon
the  conversion of the  Debenture)  (i) when and so long as such security  shall
have been  effectively  registered under the Securities Act and applicable state
securities laws and disposed of pursuant  thereto or (ii) when the Company shall
have received an opinion of counsel that such shares may be transferred  without
registration  thereof under the Securities Act and applicable  state  securities
laws. Whenever the restrictions  imposed by Section 6 shall terminate as to this

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Debenture,  as  hereinabove  provided,  the Holder  hereof  shall be entitled to
receive from the Company upon written  request of the Holder,  at the expense of
the  Company,  a new  Debenture  bearing  the  following  legend in place of the
restrictive legend set forth hereon:

                  "THE RESTRICTIONS ON  TRANSFERABILITY  OF THE WITHIN DEBENTURE
                  CONTAINED IN SECTION 6 HEREOF ARE  TERMINATED ON AND ARE OF NO
                  FURTHER FORCE AND EFFECT."

         All  Debentures  issued  upon  registration  of  transfer,  division or
combination of, or in  substitution  for, any Debenture or entitled to bear such
legend shall have a similar legend endorsed  thereon.  Whenever the restrictions
imposed by this Section  shall  terminate as to any share of  Restricted  Common
Stock, as hereinabove provided,  the holder thereof shall be entitled to receive
from the Company, at the Company's expense, a new certificate  representing such
Common Stock not bearing the restrictive legends set forth in Section 6.1.

                  6.4 Listing on Securities Exchange.  If the Company shall list
any shares of Common Stock on any securities exchange,  it will, at its expense,
list thereon, maintain and, when necessary, increase such listing of, all shares
of Common  Stock  issued  or, to the  extent  permissible  under the  applicable
securities  exchange  rules,  issuable upon the  conversion of this Debenture so
long as any  shares  of Common  Stock  shall be so listed  during  the  Exercise
Period.

         7. Piggyback Registrations. If, at any time, the Company proposes or is
required to register any of its equity  securities or securities  convertible or
exchangeable for equity securities under the Securities Act (other than pursuant
to  registrations  on such form or similar  form(s) solely for  registration  of
securities in connection with an employee benefit plan or dividend  reinvestment
plan or a merger,  consolidation or acquisition) on a registration  statement on
Form S-1, Form SB-2 or Form S-3 (or an equivalent general registration form then
in effect),  whether or not for its own account,  the Company  shall give prompt
written notice of its intention to do so to each of the Holders of record of the
Debentures.  Upon  the  written  request  of any  Holder,  made  within  15 days
following the receipt of any such written  notice  (which  request shall specify
the maximum  number of Common Stock  issuable  upon  conversion of the Debenture
intended  to  be  disposed  of  by  such  Holder  and  the  intended  method  of
distribution  thereof), the Company shall use its best efforts to cause all such
Common Stock, the Holders of which have so requested the  registration  thereof,
to be registered under the Securities Act (with the securities which the Company
at the time proposes to register) to permit the sale or other disposition by the
Holders (in accordance with the intended method of distribution  thereof) of the
Common Stock to be so  registered.  There is no limitation on the number of such
piggyback  registrations pursuant to the preceding sentence which the Company is
obligated to effect.

                  7.1 Abandonment or Delay. If, at any time after giving written
notice of its  intention  to  register  any equity  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay registration of such equity securities,  the Company may, at its election,
give written notice of such  determination to all Holders and (i) in the case of
a determination not to register, shall be relieved of its obligation to register
any Common Stock  issuable upon  conversion of the Debenture in connection  with

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such abandoned  registration,  and (ii) in the case of a determination  to delay
such  registration  of its equity  securities,  shall be  permitted to delay the
registration  of  such  Common  Stock  for  the  same  period  as the  delay  in
registering such other equity securities.

                  7.2  Holder's  Right to  Withdraw.  Any Holder  shall have the
right  to  withdraw  its  request  for  inclusion  of its  Common  Stock  in any
registration  statement  pursuant to this Section 7 by giving  written notice to
the Company of its request to withdraw; provided, however, that (i) such request
must  be  made  in  writing  prior  to  the  earlier  of  the  execution  of the
underwriting agreement or the execution of the custody agreement with respect to
such  registration,  and (ii) such  withdrawal  shall be irrevocable  and, after
making such withdrawal,  a Holder shall no longer have any right to include such
Common Stock in the registration as to which such withdrawal was made.

                  7.3 Cutbacks.  If the managing underwriter of any underwritten
offering  shall  inform the  Company by letter of its belief  that the number of
shares of Common  Stock  requested to be included in a  registration  under this
Section 7 would materially adversely affect such offering, then the Company will
include in such registration, first the securities proposed by the Company to be
sold for its own account and,  second the Common Stock issuable upon  conversion
and all other  securities of the Company to be included in such  registration to
the extent of the number and type,  if any,  which the Company is so advised can
be sold in (or during  the time of) such  offering,  pro rata among the  Holders
participating in such offering in accordance with the number of shares of Common
Stock held by each such Holder.

         8.  Fractional  Shares.  No  fractional  shares of Common Stock will be
issued  in  connection  with  any  subscription  hereunder  but in  lieu of such
fractional  shares,  the Company  shall make a cash  payment  therefor  equal in
amount to the product of the  applicable  fraction  multiplied by the Conversion
Price then in effect.

         9.  Subordination.  Any right of the Holder to payment of  principal or
interest from the Company shall be  subordinated to the claims and rights of the
holders of the Senior Debt  ("Senior  Debt  Holders").  "Senior  Debt" means all
Indebtedness  of the Company other than the Debentures,  whether  outstanding on
the date of  execution  of this  Debenture or  thereafter  created,  incurred or
assumed, except (x) any such Indebtedness that by the terms of the instrument or
instruments  by  which  such  Indebtedness  was  created,  assumed  or  incurred
expressly  provides that it (i) is junior in right of payment to the  Debentures
or (ii) ranks pari passu in right of  payment  with the  Debentures  and (y) any
amendments,  modifications  or  supplements  to,  or any  renewals,  extensions,
deferrals,  refinancing and refunding of, any of the foregoing. Any cash payment
of principal or interest to the Holder shall be collected,  enforced or received
by the Holder as trustee for the Senior Debt Holders and paid over to the Senior
Debt Holders. The Holder agrees that in the event of any payment of principal or
interest by the Company to the Holder by reason of any receivership,  insolvency
or bankruptcy  proceeding,  or proceeding for  reorganization or readjustment of
the Company or its properties, or otherwise, then, in any such event, the Senior
Debt Holders shall be preferred in the payment of their claims over the claim of
the  Holder to payment of  principal  or  interest  against  the  Company or its
properties,  and the claims of the Senior Debt  Holders  shall be first paid and
satisfied in full before any payment or  distribution  of any kind or character,

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whether in cash or  property,  shall be made to the Holder.  Provided,  however,
that this Section 9 shall not apply to any payment of principal or interest made
to the Holder  while the Company is solvent and not in default  with  respect to
its Senior Debt.

         10.  Replacement  of  Debenture  Certificate.  Upon receipt of evidence
satisfactory  to the Company of the  certificate  loss,  theft,  destruction  or
mutilation of the Debenture certificate and, in the case of any such loss, theft
or  destruction,  upon  delivery  of a bond  of  indemnity  satisfactory  to the
Company, or, in the case of any such mutilation, upon surrender and cancellation
of  the  Debenture   certificate,   the  Company  will  issue  a  new  Debenture
certificate, of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Debenture certificate.

         11. Covenants of the Company.  So long as any of the Debentures  remain
outstanding, the Company shall:

                  (a)      At all times keep reserved the total number of shares
                           of Common Stock  necessary for the  conversion of all
                           of  the  then  outstanding  Debentures  at  the  then
                           current Conversion Rate;

                  (b)      Not pay any  dividends  in cash  and/or  property  or
                           other  assets of the Company in respect of its Common
                           Stock or otherwise.

                  (c)      Not issue any  debentures  of the Company  other than
                           the  Debentures  unless the rights of the  holders of
                           such  debentures are  subordinated to the Debentures,
                           in  which  event  the  terms  of  the   subordination
                           provision  shall be similar to the terms set forth in
                           Section 9 of this Debenture;

                   (d)     Not enter into a loan secured by the property  and/or
                           assets of the Company or any of its subsidiaries with
                           (i) any director,  officer or 5%  stockholder  of the
                           Company, (ii) any entity in which a director, officer
                           or 5%  stockholder  has an  interest  as an  officer,
                           director, partner,  beneficiary of a trust or is a 5%
                           or more equity  holder of such  entity,  or (iii) any
                           parent,  spouse,  child or  grandchild of an officer,
                           director or 5%  stockholder of the Company upon terms
                           no less  favorable  to the  Company  than those which
                           could be obtained from an "arms-length" lender; and

                  (e)      Not  redeem,  repurchase  or  otherwise  acquire  any
                           shares  of  the  common  or  preferred  stock  of the
                           Company.

         12. Default.  If any of the following  events (herein called "Events of
Default") shall occur:

                  (a)      if  the  Company  shall  default  in the  payment  or
                           prepayment of any part of the principal of any of the
                           Debentures  after  the  same  shall  become  due  and
                           payable,  whether at  maturity or at a date fixed for
                           prepayment or by acceleration or otherwise,  and such
                           default shall continue for more than 30 days; or

                                       9
<PAGE>

                  (b)      if the  Company  shall  default in the payment of any
                           installment  of interest on any of the Debentures for
                           more than 30 days after the same shall become due and
                           payable; or

                  (c)      if the  Company  shall  make  an  assignment  for the
                           benefit  of  creditors  or shall be unable to pay its
                           debts as they become due; or

                  (d)      if  the  Company   shall   dissolve;   terminate  its
                           existence; become insolvent on a balance sheet basis;
                           commence  a   voluntary   case   under  the   federal
                           bankruptcy  laws or under any other  federal or state
                           law relating to insolvency or debtor's relief; permit
                           the entry of a decree or order for relief against the
                           Company  in an  involuntary  case  under the  federal
                           bankruptcy laws or under any other applicable federal
                           or state  law  relating  to  insolvency  or  debtor's
                           relief;  permit  the  appointment  or  consent to the
                           appointment of a receiver,  trustee,  or custodian of
                           the Company or of any of the Company's property; make
                           an assignment for the benefit of creditors;  or admit
                           in writing to be failing  generally  to pay its debts
                           as such debts become due;

                  (e)      if the Company shall default in the performance of or
                           compliance  with  any  agreement,  condition  or term
                           contained  in  this  Debenture  or any  of the  other
                           Debentures and such default shall not have been cured
                           within 30 days after such default,

                  (f)      Any of the  representations or warranties made by the
                           Company herein, in the Subscription  Agreement, or in
                           any  certificate  or  financial  or other  statements
                           heretofore or hereafter  furnished by or on behalf of
                           the  Company in  connection  with the  execution  and
                           delivery  of  this  Debenture  or  the   Subscription
                           Agreement   shall  be  false  or  misleading  in  any
                           material respect at the time made; or

                  (g)      Any money judgment, writ or warrant of attachment, or
                           similar process not covered by insurance in excess of
                           One  Hundred  Thousand  Dollars   ($100,000)  in  the
                           aggregate  shall  be  entered  or filed  against  the
                           Company or any of its  properties or other assets and
                           shall remain unpaid, unvacated,  unbonded or unstayed
                           for a period  of  thirty  (30)  days or in any  event
                           later  than  ten (10)  days  prior to the date of any
                           proposed sale thereunder; or

then and in any such  event the Holder of this  Debenture  shall have the option
(unless the default shall have  theretofore been cured) by written notice to the
Company to declare the Debenture to be due and payable,  whereupon the Debenture
shall forthwith mature and become due and payable, at the applicable  prepayment
price  on the date of such  notice,  without  presentment,  demand,  protest  or
further notice of any kind, all of which are hereby expressly  waived,  anything
contained in this Debenture to the contrary notwithstanding. Upon the occurrence
of an Event of Default,  the Company  shall  promptly  notify the Holder of this
Debenture in writing setting out the nature of the default in reasonable detail.

                                       10
<PAGE>

         13.  Remedies on Default;  Notice to Other Holders.  In case any one or
more of the Events of Default shall occur, the Holder may proceed to protect and
enforce  his  or her  rights  by a  suit  in  equity,  action  at  law or  other
appropriate  proceeding,  whether,  to the  extent  permitted  by  law,  for the
specific  performance of any agreement of the Company contained herein or in aid
of the exercise of any power granted hereby. If any Holder of one or more of the
Debentures  shall  declare  the same due and  payable  or take any other  action
against  the  Company  in  respect  of an Event of  Default,  the  Company  will
forthwith give written notice to the Holder of this  Debenture,  specifying such
action and the nature of the default alleged.

         14.  Amendments.  With the  consent of the  Holders of more than 50% in
aggregate  principal  amount  of the  Debentures  at the time  outstanding,  the
Company,  when  authorized by a resolution of its Board of Directors,  may enter
into a  supplementary  agreement for the purpose of adding any  provisions to or
changing in any manner or eliminating any of the provisions of this Debenture or
of any  supplemental  agreement  or  modifying  in any  manner  the  rights  and
obligations of the holders of Debentures or Common Stock issued upon  conversion
of  the  Debentures,  and  of the  Company,  provided,  however,  that  no  such
supplemental agreement shall (a) extend the fixed maturity of any Debenture,  or
reduce the principal  amount  thereof,  or reduce the rate or extend the time of
payment of  interest  thereon,  or alter or impair the right to convert the same
into Common  Stock at the rates and upon the terms  provided in this  Debenture,
without the consent of the Holder of each of the Debentures so affected,  or (b)
reduce the aforesaid percentage of Debentures, the Holders of which are required
to consent to any supplemental agreement,  without the consent of the Holders of
all Debentures then outstanding.

         15. Changes,  Waivers.  etc.  Neither this Debenture nor any provisions
hereof may be changed,  waived,  discharged or terminated  orally, but only by a
statement  in  writing  signed by the party  against  which  enforcement  of the
change,  waiver,  discharge  or  termination  is  sought,  except to the  extent
provided in Section 15 of this Debenture.

         16. Entire Agreement.  This Debenture embodies the entire agreement and
understanding  between  the  Holder and the  Company  and  supersedes  all prior
agreements and understandings relating to the subject matter hereof.

         17. Governing Law, Jurisdiction, etc.

                  (a)      It is the  intention  of the parties that the laws of
                           the State of Florida  shall  govern the  validity  of
                           this Debenture, the construction of its terms and the
                           interpretation  of  the  rights  and  duties  of  the
                           parties.

                  (b)      In the case of any dispute, question,  controversy or
                           claim  arising  among the parties  hereto which shall
                           arise out of or in  connection  with this  Debenture,
                           the same shall be submitted to  arbitration  before a
                           panel of three  arbitrators  in  Tampa,  Florida,  in
                           accordance with the rules of the American Arbitration
                           Association. One arbitrator shall be appointed by the
                           party or parties bringing the claims ("Claimant") and
                           one  arbitrator  shall be  appointed  by the party or
                           parties  defending  the  claim  ("Respondent").   The
                           arbitrators   selected  by  such  parties   shall  be
                           selected  within thirty (30) days after  notification

                                       11
<PAGE>

                           by  the  Claimant  to  the  Respondent  that  it  has
                           determined   to  submit   such   dispute,   question,
                           controversy   or  claim  to   arbitration.   The  two
                           arbitrators   so  selected   shall   select  a  third
                           arbitrator   within   thirty   (30)  days  after  the
                           selection of the arbitrator selected by such parties.
                           Should a party  fail to select an  arbitrator  within
                           the specified time period,  or should the arbitrators
                           selected  by the  parties  fail  to  select  a  third
                           arbitrator,  the missing  arbitrator  or  arbitrators
                           shall be  appointed by the Tampa,  Florida  office of
                           the American Arbitration Association. The decision of
                           the panel  shall be final and  binding on the parties
                           and   enforceable   in   any   court   of   competent
                           jurisdiction.  The costs of the  arbitration  will be
                           imposed   upon  the  Claimant   and   Respondent   as
                           determined by the arbitration  panel or, failing such
                           determination,  will be borne equally by the Claimant
                           and the  Respondent.  The  successful  or  prevailing
                           party  or  parties   shall  be  entitled  to  recover
                           reasonable  attorneys  fees in  addition to any other
                           relief to which it may be entitled.

                  (c)      In the event of any dispute, question, controversy or
                           claim  arising  among the parties  hereto which shall
                           arise out of or in  connection  with this  Debenture,
                           the parties shall keep the proceeding related to such
                           controversy  in  strict   confidence  and  shall  not
                           disclose  the nature of said  dispute,  the status of
                           the  proceeding  or  any   testimony,   documents  or
                           information  obtained or  exchanged  in the course of
                           said  proceeding  without the express written consent
                           of all parties to such dispute.


                                                CONUS HOLDINGS, INC.


[Corporate Seal]

                                                By___________________________
                                                   Richard Diamond, President


Number: _______________________________________________

Name of Holder: _______________________________________

Principal: $___________________________________________

Original Issue Date:___________________________________

                                       12
<PAGE>

                                    EXHIBIT 1

                              NOTICE OF CONVERSION

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


         The undersigned hereby irrevocably elects to convert $______________ of
the above  Debenture  No. _____ into  _________  shares of Common Stock of Conus
Holdings,  Inc. (the  "Company")  according to the  conditions set forth in such
Debenture, as of the date written below.

         The undersigned  confirms the  representations and warranties set forth
in the Subscription Agreement.



                                    ------------------------------------------
                                    Date of Conversion*

                                            $.50
                                    ------------------------------------------
                                    Applicable Conversion Price


                                    ------------------------------------------
                                    Signature


                                    ------------------------------------------
                                    Name


                                    ------------------------------------------
                                    Address

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


*The original  Debenture  and this Notice of Conversion  must be received by the
Company within five business days following the date of Conversion.

                                       13