<PAGE>

                                                              EXHIBIT 10.32


     NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE 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.

     THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET 
FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS 
OF MARCH 11, 1998, BETWEEN FIX-CORP INTERNATIONAL, INC. (THE "COMPANY") AND 
THE ORIGINAL HOLDER HEREOF.  A COPY OF THAT AGREEMENT IS ON FILE AT THE 
PRINCIPAL OFFICE OF THE COMPANY.

No. A-13                                                         U.S. $1,500,000

                         FIX-CORP INTERNATIONAL, INC.
                  4% CONVERTIBLE DEBENTURE DUE MARCH 11, 2001

     THIS DEBENTURE is one of a series of duly authorized issued debentures 
of Fix-Corp International, Inc., a Delaware corporation having a principal 
place of business at 3637 South Green Road, Suite 201, Beachwood, OH 44122 
(the "COMPANY"), designated as its 4% Convertible Debentures, due March 11, 
2001 (the "DEBENTURES"), in an aggregate principal amount of $1,500,000.

     FOR VALUE RECEIVED, the Company promises to pay to JNC Strategic Fund 
Ltd., or registered assigns (the "HOLDER"), the principal sum of One Million 
Five Hundred Thousand Dollars ($1,500,000), on or prior to March 11, 2001 or 
such earlier date as the Debentures are required to be repaid as provided 
hereunder (the "MATURITY DATE") and to pay interest to the Holder on the 
principal sum at the rate of 4% per annum, payable quarterly in arrears on 
March 31, June 30, September 30 and December 31 of each year, commencing 
March 31, 1998, and on each Conversion Date (as defined in Section 4(a)).  
Interest shall accrue daily commencing on the Original Issue Date (as defined 
in Section 6) 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.  Interest shall be calculated on the basis of a 360-day year 
and for the actual number of days elapsed.  Interest hereunder will be paid 
to the Person (as defined in Section 6) in whose name this Debenture is 
registered on the records of the Company regarding registration and transfers 
of the Debentures (the "DEBENTURE REGISTER"). 

<PAGE>

All overdue, accrued and unpaid interest and other amounts due hereunder 
shall bear interest at the rate of 18% per annum and accrue daily from the 
date such interest is due hereunder through and including the date of 
payment.  The principal of, and interest on, this Debenture are payable in 
such coin or currency of the United States of America as at the time of 
payment is legal tender for payment of public and private debts, at the 
address of the Holder last appearing on the Debenture Register, except that 
interest due on the principal amount (but not overdue interest) may, at the 
Company's option, be paid in shares of Common Stock (as defined in Section 6) 
calculated based upon the Conversion Price (as defined below) at the time 
such interest becomes due.  All amounts due hereunder other than interest 
shall be paid in cash.  Notwithstanding anything to the contrary contained 
herein, the Company may not issue shares of the Common Stock in payment of 
interest on the principal amount if: (i) the number of shares of Common Stock 
at the time authorized, unissued and unreserved for all purposes, or held as 
treasury stock, is insufficient to pay interest hereunder in shares of Common 
Stock; (ii) such shares are not either registered for resale pursuant to an 
Underlying Securities Registration Statement (as defined in Section 6) or 
freely transferable without volume restrictions pursuant to Rule 144(k) 
promulgated under the Securities Act of 1933, as amended (the "SECURITIES 
ACT"), as determined by counsel to the Company pursuant to a written opinion 
letter, addressed to and in form and substance acceptable to the Company's 
transfer agent or other person or entity performing similar functions 
thereto; (iii) such shares are not listed on the OTC Bulletin Board (or the 
American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap Market or 
The New York Stock Exchange) and any other exchange, market and trading 
facility on which the Common Stock is then listed for trading; or (iv) the 
issuance of such shares would result in the recipient thereof beneficially 
owning more than 4.999% of the issued and outstanding shares of Common Stock 
as determined in accordance with Rule 13d-3 under the Securities Exchange Act 
of 1934, as amended.  Payment of interest on the principal amount in shares 
of Common Stock is further subject to the provisions of Section 4(a)(ii).

     This Debenture is subject to the following additional provisions:

     SECTION 1.  This Debenture is exchangeable for an equal aggregate 
principal amount of Debentures of different authorized denominations, as 
requested by the Holder surrendering the same but shall not be issuable in 
denominations of less than integral multiplies of Fifty Thousand Dollars 
($50,000) unless such amount represents the full principal balance of 
Debentures outstanding to such Holder. No service charge will be made for 
such registration of transfer or exchange.

     SECTION 2.  This Debenture has been issued subject to certain investment 
representations of the original Holder set forth in the Purchase Agreement 
(as defined in Section 6) and may be transferred or exchanged only in 
compliance with the Purchase Agreement.  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.

                                       2
<PAGE>

     SECTION 3.  EVENTS OF DEFAULT.

     (a)  "EVENT OF DEFAULT", wherever used herein, means any one of the 
following events (whatever the reason and whether it shall be voluntary or 
involuntary or effected by operation of law or pursuant to any judgment, 
decree or order of any court, or any order, rule or regulation of any 
administrative or governmental body):

          (i)     any default in the payment of the principal of, interest on 
     or liquidated damages in respect of, this Debenture, free of any claim 
     of subordination, as and when the same shall become due and payable 
     (whether on the applicable quarterly interest payment date, the 
     Conversion Date or the Maturity Date or by acceleration or otherwise);

          (ii)    the Company shall fail to observe or perform any other 
     covenant, agreement or warranty contained in, or otherwise commit any 
     breach of, this Debenture, the Purchase Agreement or the Registration 
     Rights Agreement (as defined in Section 6), and such failure or breach 
     shall not have been remedied within 10 days after the date on which 
     written notice of such failure or breach shall have been given;

          (iii)   the Company or any of its subsidiaries shall commence, or 
     there shall be commenced against the Company or any such subsidiary a 
     case under any applicable bankruptcy or insolvency laws as now or 
     hereafter in effect or any successor thereto, or the Company commences 
     any other proceeding under any reorganization, arrangement, adjustment 
     of debt, relief of debtors, dissolution, insolvency or liquidation or 
     similar law of any jurisdiction whether now or hereafter in effect 
     relating to the Company or any subsidiary thereof or there is commenced 
     against the Company or any subsidiary thereof any such bankruptcy, 
     insolvency or other proceeding which remains undismissed for a period of 
     60 days; or the Company or any subsidiary thereof is adjudicated 
     insolvent or bankrupt; or any order of relief or other order approving 
     any such case or proceeding is entered; or the Company or any subsidiary 
     thereof suffers any appointment of any custodian or the like for it or 
     any substantial part of its property which continues undischarged or 
     unstayed for a period of 60 days; or the Company or any subsidiary 
     thereof makes a general assignment for the benefit of creditors; or the 
     Company shall fail to pay, or shall state that it is unable to pay, or 
     shall be unable to pay, its debts generally as they become due; or the 
     Company or any subsidiary thereof shall call a meeting of its creditors 
     with a view to arranging a composition or adjustment of its debts; or 
     the Company or any subsidiary thereof shall by any act or failure to act 
     indicate its consent to, approval of or acquiescence in any of the 
     foregoing; or any corporate or other action is taken by the Company or 
     any subsidiary thereof for the purpose of effecting any of the foregoing;

          (iv)    the Company shall default in any of its obligations or an 
     event shall occur, or shall fail to occur, which gives (or would give 
     after the passage of time or giving of notice or both) the payee of any 
     such obligation the right to accelerate the payment thereof under any 
     mortgage, credit agreement or other facility, indenture

                                       3
<PAGE>

     agreement, promissory note or other instrument under which there may be 
     issued, or by which there may be secured or evidenced any indebtedness 
     of the Company in an amount exceeding one hundred thousand dollars 
     ($100,000), 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;

          (v)     the Common Stock shall be delisted from the OTC Bulletin 
     Board or any other national securities exchange or market on which such 
     Common Stock is then listed for trading or suspended from trading 
     thereon without being relisted or having such suspension lifted, as the 
     case may be, within three (3) Trading Days (if after the Original Issue 
     Date the Common Stock shall be listed for trading or quoted on the 
     Nasdaq SmallCap Market, Nasdaq National Market or any other national 
     securities exchange or market, this provision shall apply to any 
     delistings or suspensions therefrom);

          (vi)    the Company shall be a party to any merger or consolidation 
     pursuant to which the Company shall not be the surviving entity or shall 
     sell, transfer or otherwise dispose of all or substantially all of its 
     assets in one or more transactions, or shall redeem more than a de 
     minimis number of shares of Common Stock (other than redemptions of 
     Underlying Shares);

          (vii)   an Underlying Securities Registration Statement shall not 
     have been declared effective by the Securities and Exchange Commission 
     (the "COMMISSION") on or prior to the 70th day after the Original Issue 
     Date; or

          (viii)  an Event (as hereinafter defined) shall not have been cured 
     to the satisfaction of the Holder prior to the expiration of thirty (30) 
     days from the Event Date (as hereinafter defined) relating thereto.

     (b)  If any Event of Default occurs and is continuing, the Holder may, 
by notice to the Company, declare the full principal amount of this Debenture 
(and, at the Holder's option, all other Debentures then held by such Holder), 
together with interest and other amounts owing in respect thereof, to the 
date of acceleration, to be, whereupon the same shall become, immediately due 
and payable in cash.  The aggregate amount payable in respect of the 
Debentures shall be equal to the sum of (i) the Mandatory Repayment Amount 
plus (ii) the product of (A) the number of Underlying Shares issued in 
respect of conversions hereunder and then held by the demanding Holder and 
(B) the Per Share Market Value on the date prepayment is demanded or the date 
the full prepayment price is paid, whichever is greater.  The demanding 
Holder need not provide and the Company hereby waives any presentment, 
demand, protest or other notice of any kind, and the Holder may immediately 
and without expiration of any grace period enforce any and all of its rights 
and remedies hereunder and all other remedies available to it under 
applicable law.  Such declaration may be rescinded and annulled by the Holder 
at any time prior to payment hereunder.  No such rescission or annulment 
shall affect any subsequent Event of Default or impair any right consequent 
thereon.

                                       4
<PAGE>

     SECTION 4.  CONVERSION.

     (a)  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 after the Original Issue Date and prior to the close of business on the 
Maturity Date.  The number of shares of Common Stock as shall be issuable 
upon a conversion hereunder shall be determined by dividing the outstanding 
principal amount of this Debenture to be converted, plus all accrued but 
unpaid interest thereon (which the Company does not elect to pay in cash), by 
the Conversion Price (as defined below), each as subject to adjustment as 
provided hereunder.  The Holder shall effect conversions by surrendering the 
Debentures (or such portions thereof) to be converted, together with the form 
of conversion notice attached hereto as EXHIBIT A (the "CONVERSION NOTICE") 
to the Company.  Each Conversion Notice shall specify the principal amount of 
Debentures to be converted and the date on which such conversion is to be 
effected, which date may not be prior to the date such Conversion Notice is 
deemed to have been delivered hereunder (the "CONVERSION DATE").  If no 
Conversion Date is specified in a Conversion Notice, the Conversion Date 
shall be the date that the Conversion Notice is deemed delivered hereunder.  
Subject to Section 4(b) hereof and Section 3.8 of the Purchase Agreement, 
each Conversion Notice, once given, shall be irrevocable.  If the Holder is 
converting less than all of the principal amount represented by the 
Debenture(s) tendered by the Holder with the Conversion Notice, or if a 
conversion hereunder cannot be effected in full for any reason, the Company 
shall honor such conversion to the extent permissible hereunder and shall 
promptly deliver to such Holder (in the manner and within the time set forth 
in Section 5(b)) a new Debenture for such principal amount as has not been 
converted.

     (b)  Not later than three Trading Days after the Conversion Date, the 
Company will deliver to the Holder (i) a certificate or certificates which 
shall be free of restrictive legends and trading restrictions (other than 
those required by Section 3.1(b) of the Purchase Agreement) representing the 
number of shares of the Common Stock being acquired upon the conversion of 
Debentures (subject to reduction pursuant to Section 3.8 of the Purchase 
Agreement), (ii) Debentures in a principal amount equal to the principal 
amount of Debentures not converted; (iii) a bank check in the amount of all 
accrued and unpaid interest (if the Company has elected to pay accrued 
interest in cash), together with all other amounts then due and payable in 
accordance with the terms hereof, in respect of Debentures tendered for 
conversion and (iv) if the Company has elected to pay accrued interest in 
shares of the Common Stock, certificates, which shall be free of restrictive 
legends and trading restrictions (other than those required by Section 3.1(b) 
of the Purchase Agreement), representing such number of shares of the Common 
Stock as equals such interest divided by the Conversion Price calculated on 
the Conversion Date; PROVIDED, HOWEVER, that the Company shall not be 
obligated to issue certificates evidencing the shares of the Common Stock 
issuable upon conversion of the principal amount of Debentures until 
Debentures are delivered for conversion to the Company or the Holder notifies 
the Company that such Debenture has been mutilated, lost, stolen or destroyed 
and complies with Section 9 hereof.  The Company shall, upon request of the 
Holder, use its best efforts to deliver any certificate or certificates 
required to be delivered by the Company under this Section electronically 
through the Depository Trust Corporation or another established clearing 
corporation performing similar functions.  If in the

                                       5
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case of any Conversion Notice such certificate or certificates, including for 
purposes hereof, any shares of the Common Stock to be issued on the 
Conversion Date on account of accrued but unpaid interest hereunder, are not 
delivered to or as directed by the applicable Holder by the third Trading Day 
after the 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 Debentures tendered for conversion.  If 
the Company fails to deliver to the Holder such certificate or certificates 
pursuant to this Section, including for purposes hereof, any shares of the 
Common Stock to be issued on the Conversion Date on account of accrued but 
unpaid interest hereunder, prior to 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, $1,500 for each day thereafter until the 
Company delivers such certificates.  If the Company fails to deliver to the 
Holder such certificate or certificates pursuant to this Section prior to the 
20th day after the Conversion Date, the Company shall, at the Holder's option 
(i) prepay, from funds legally available therefor at the time of such 
prepayment, the aggregate of the principal amount of Debentures then held by 
such Holder, as requested by such Holder, and (ii) pay all accrued but unpaid 
interest on account of the Debentures for which the Company shall have failed 
to issue the Common Stock certificates hereunder, in cash.  The prepayment 
price shall equal the Mandatory Prepayment Amount for the Debentures to be 
prepaid.  If the Holder has required the Company to prepay Debentures 
pursuant to this Section and the Company fails for any reason to pay the 
prepayment price within seven days after such notice is deemed delivered 
hereunder, the Company will pay interest on the prepayment price at a rate of 
18% per annum (to accrue daily), in cash to such Holder, accruing from such 
seventh day until the prepayment price and any accrued interest thereon is 
paid in full.

     (c)  (i)     The conversion price (the "CONVERSION PRICE") in effect on 
any Conversion Date shall be the lesser of (A) $3.31 (the "INITIAL CONVERSION 
PRICE") and (B) 83% multiplied by the average of the five lowest Per Share 
Market Values during the ten (10) Trading Days immediately preceding the 
Conversion Date; PROVIDED THAT, (a) if an Underlying Securities Registration 
Statement is not filed on or prior to the Filing Date (as such term is 
defined in the Registration Rights Agreement), or (b) if the Company fails to 
file with the Commission a request for acceleration in accordance with Rule 
12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, 
within five (5) days of the date that the Company is notified (orally or in 
writing, whichever is earlier) by the Commission that an Underlying 
Securities Registration Statement will not be "reviewed" or is not subject to 
further review or comment by the Commission, or (c) if the Underlying 
Securities Registration Statement is not declared effective by the Commission 
on or prior to the Effectiveness Date (as defined in the Registration Rights 
Agreement), or (d) if such Underlying Securities Registration Statement is 
filed with and declared effective by the Commission but thereafter ceases to 
be effective as to all Registrable Securities (as such term is defined in the 
Registration Rights Agreement) at any time prior to the expiration of the 
"Effectiveness Period" (as such term as defined in the Registration Rights 
Agreement), without being succeeded by a subsequent Underlying Securities 
Registration Statement filed with and declared effective by the Commission 
within ten (10) days, or (e) if trading in the Common Stock shall be 
suspended, or if the Common Stock shall be delisted from trading, on the OTC 
Bulletin Board or any other national securities market or exchange on which 
the Common Stock is then listed

                                       6
<PAGE>

or quoted for trading for any reason for more than three (3) Trading Days, or 
(f) if the conversion rights of the Holder are suspended for any reason or if 
the Holder is not permitted to resell Registrable Securities under the 
Underlying Securities Registration Statement, or (g) if an amendment to the 
Underlying Securities Registration Statement is not filed by the Company with 
the Commission within ten (10) days of the Commission's notifying the Company 
that such amendment is required in order for the Underlying Securities 
Registration Statement to be declared effective (any such failure being 
referred to as an "EVENT," and for purposes of clauses (a), (c) and (f) the 
date on which such Event occurs, or for purposes of clause (b) the date on 
which such five (5) days period is exceeded, or for purposes of clauses (d) 
and (g) the date which such ten (10) day period is exceeded, or for purposes 
of clause (e) the date on which such three (3) Trading Day period is 
exceeded, being referred to as "EVENT DATE"), the Conversion Price shall be 
decreased by 2.5% each month (i.e., the Conversion Price would decrease by 
2.5% as of the Event Date and additional 2.5% as of each monthly anniversary 
of the Event Date) until the earlier to occur of the second month anniversary 
after the Event Date and such time as the applicable Event is cured.  
Commencing the second month anniversary after the Event Date, the Company 
shall pay to the holders of the Debentures 2.5% of the aggregate principal 
amount of Debentures then outstanding (each holder being entitled to receive 
such portion of such amount as equals its pro rata portion of the Debentures 
then outstanding) in cash as liquidated damages, and not as a penalty on the 
first day of each monthly anniversary of the Event Date until such time as 
the applicable Event, is cured.  Any decrease in the Conversion Price 
pursuant to this Section shall continue notwithstanding the fact that the 
Event causing such decrease has been subsequently cured.  The provisions of 
this Section are not exclusive and shall in no way limit the Company's 
obligations under the Registration Rights Agreement.

          (ii)    If the Company, at any time while any Debentures are 
outstanding, (a) shall pay a stock dividend or otherwise make a distribution 
or distributions on shares of its Common Stock or any other equity or equity 
equivalent securities payable in shares of the Common Stock, (b) subdivide 
outstanding shares of the Common Stock into a larger number of shares, (c) 
combine outstanding shares of the Common Stock into a smaller number of 
shares, or (d) issue by reclassification of shares of the Common Stock any 
shares of capital stock of the Company, the Initial Conversion Price shall be 
multiplied by a fraction of which the numerator shall be the number of shares 
of the Common Stock (excluding treasury shares, if any) outstanding before 
such event and of which the denominator shall be the number of shares of the 
Common Stock outstanding after such event.  Any adjustment made pursuant to 
this Section shall become effective immediately after the record date for the 
determination of stockholders entitled to receive such dividend or 
distribution and shall become effective immediately after the effective date 
in the case of a subdivision, combination or re-classification.

          (iii)   If the Company, at any time while any Debentures are 
outstanding, shall issue rights or warrants to all holders of the Common 
Stock (and not to the Holder) entitling them to subscribe for or purchase 
shares of the Common Stock at a price per share less than the Per Share 
Market Value of the Common Stock at the record date mentioned below, the 
Initial Conversion Price shall be multiplied by a fraction, of which the 
denominator shall be the number of shares of the Common Stock (excluding 
treasury shares, if any) outstanding on the date of issuance of such rights 
or warrants plus the number of additional shares of the Common Stock offered 
for subscription or purchase, and of which the numerator shall be the number 
of shares of the Common Stock (excluding treasury shares, if any)

                                       7
<PAGE>

outstanding on the date of issuance of such rights or warrants plus the 
number of shares which the aggregate offering price of the total number of 
shares so offered would purchase at such Per Share Market Value.  Such 
adjustment shall be made whenever such rights or warrants are issued, and 
shall become effective immediately after the record date for the 
determination of stockholders entitled to receive such rights or warrants.  
However, upon the expiration of any right or warrant to purchase shares of 
the Common Stock the issuance of which resulted in an adjustment in the 
Initial Conversion Price pursuant to this Section, if any such right or 
warrant shall expire and shall not have been exercised, the Initial 
Conversion Price shall immediately upon such expiration be recomputed and 
effective immediately upon such expiration be increased to the price which it 
would have been (but reflecting any other adjustments in the Initial 
Conversion Price made pursuant to the provisions of this Section 4 after the 
issuance of such rights or warrants) had the adjustment of the Initial 
Conversion Price made upon the issuance of such rights or warrants been made 
on the basis of offering for subscription or purchase only that number of 
shares of the Common Stock actually purchased upon the exercise of such 
rights or warrants actually exercised.

          (iv)    If the Company, at any time while Debentures are 
outstanding, shall distribute to all holders of the Common Stock (and not to 
the Holder) evidences of its indebtedness or assets or rights or warrants to 
subscribe for or purchase any security, then in each such case the Initial 
Conversion Price at which Debentures shall thereafter be convertible shall be 
determined by multiplying the Initial 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 
Per Share Market Value of the Common Stock determined as of the record date 
mentioned above, and of which the numerator shall be such Per Share Market 
Value of the Common Stock 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; PROVIDED, HOWEVER, that 
in the event of a distribution exceeding ten percent (10%) of the net assets 
of the Company, such fair market value shall be determined by a nationally 
recognized or major regional investment banking firm or firm of independent 
certified public accountants of recognized standing (which may be the firm 
that regularly examines the financial statements of the Company) (an 
"APPRAISER") selected in good faith by the holders of a majority in interest 
of Debentures then outstanding; and PROVIDED, FURTHER, that the Company, 
after receipt of the determination by such Appraiser shall have the right to 
select an additional Appraiser, in good faith, in which case the fair market 
value shall be equal to the average of the determinations by each such 
Appraiser.  In either case the adjustments shall be described in a statement 
provided to the holders of Debentures of the portion of assets or evidences 
of indebtedness so distributed or such subscription rights applicable to one 
share of the Common Stock.  Such adjustment shall be made whenever any such 
distribution is made and shall become effective immediately after the record 
date mentioned above.

          (v)     In case of any reclassification of the Common Stock or any 

                                       8
<PAGE>

compulsory share exchange pursuant to which the Common Stock is converted 
into other securities, cash or property, the Holder of this Debenture shall 
have the right thereafter to, at its option, (A) convert the then outstanding 
principal amount, together with all accrued but unpaid interest and any other 
amounts then owing hereunder in respect of this Debenture only into the 
shares of stock and other securities, cash and property receivable upon or 
deemed to be held by holders of the Common Stock following such 
reclassification or share exchange, and the Holder shall be entitled upon 
such event to receive such amount of securities, cash or property as the 
shares of the Common Stock of the Company into which the then outstanding 
principal amount, together with all accrued but unpaid interest and any other 
amounts then owing hereunder in respect of this Debenture could have been 
converted immediately prior to such reclassification or share exchange would 
have been entitled or (B) require the Company to prepay, from funds legally 
available therefor at the time of such prepayment, the aggregate of its 
outstanding principal amount of Debentures, plus all interest and other 
amounts due and payable thereon, at a price determined in accordance with 
Section 3(b).  The entire prepayment price shall be paid in cash.  This 
provision shall similarly apply to successive reclassifications or share 
exchanges.

          (vi)    All calculations under this Section 4 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.

          (vii)   Whenever the Initial Conversion Price is adjusted pursuant 
to any of Section 4(c)(ii) - (v), the Company shall promptly mail to each 
Holder of Debentures a notice setting forth the Initial Conversion Price 
after such adjustment and setting forth a brief statement of the facts 
requiring such adjustment.

          (viii)  If:

                  A.  the Company shall declare a dividend (or any other 
                      distribution) on its Common Stock; or

                  B.  the Company shall declare a special nonrecurring cash 
                      dividend on or a redemption of its Common Stock; or

                  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; or

                  D.  the approval of any stockholders of the Company shall 
                      be required in connection with any reclassification of 
                      the Common Stock of the Company, 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 of exchange 
                      whereby the Common Stock is converted into other 
                      securities, cash or property; or

                                       9
<PAGE>

                  E.  the Company shall authorize the voluntary or 
                      involuntary dissolution, liquidation or winding up of 
                      the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained 
for the purpose of conversion of the Debentures, and shall cause to be mailed 
to the Holder at its last addresses as they shall appear upon the stock books 
of the Company, at least 30 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, HOWEVER, 
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 the Debentures 
during the 30-day period commencing the date of such notice to the effective 
date of the event triggering such notice.

     (d)  The Company covenants that it will at all times reserve and keep 
available out of its authorized and unissued shares of the Common Stock 
solely for the purpose of issuance upon conversion of the Debentures and 
payment of interest on the Debentures, each as herein provided, free from 
preemptive rights or any other actual contingent purchase rights of persons 
other than the Holder, not less than such number of shares of the Common 
Stock as shall be required by the Purchase Agreement (taking into account the 
adjustments and restrictions of Section 4(c).

     (e)  Upon a conversion hereunder the Company shall not be required to 
issue stock certificates representing fractions of shares of the Common 
Stock, but may if otherwise permitted, make a cash payment in respect of any 
final fraction of a share based on the Per Share Market Value at such time.  
If the Company elects not, or is unable, to make such a cash payment, the 
holder shall be entitled to receive, in lieu of the final fraction of a 
share, one whole share of Common Stock.

     (f)  The issuance of certificates for shares of the Common Stock on 
conversion of the Debentures shall be made without charge to the Holder 
thereof for any documentary stamp or similar taxes that may be payable in 
respect of the issue or delivery of such certificate, provided that the 
Company shall not be required to pay any tax that may be payable in respect 
of any transfer involved in the issuance and delivery of any such certificate 
upon conversion in a name other than that of the Holder of such Debentures so 
converted and the Company shall not be required to issue or deliver such 
certificates unless or until the person or persons requesting the issuance 
thereof shall have paid to the Company the amount of such tax or shall have 
established to the satisfaction of the Company that such tax has been

                                       10
<PAGE>

paid.

     (g)  Any and all notices or other communications or deliveries to be 
provided by the Holder, including, without limitation, any Conversion Notice, 
shall be in writing and delivered personally, by facsimile, sent by a 
nationally recognized overnight courier service or sent by certified or 
registered mail, postage prepaid, addressed to the Company, at 3637 South 
Green Road, Suite 201, Beachwood, OH 44122 (facsimile number (216) 292-6187), 
attention Chief Financial Officer, 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, sent by a nationally 
recognized overnight courier service or sent by certified or registered mail, 
postage prepaid, addressed to each Holder of the Debentures 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 7:00 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 7:00 p.m. 
(New York City time) on any date and earlier than 11:59 p.m. (New York City 
time) on such date, (iii) four days after deposit in the United States mail, 
(iv) the Business Day following the date of mailing, if send by nationally 
recognized overnight courier service, or (v) upon actual receipt by the party 
to whom such notice is required to be given.  For purposes of Section 
4(c)(i), if a Conversion Notice is delivered by facsimile prior to 7:00 p.m. 
(New York City time) on any date, then the day prior to such date shall be 
the last Trading Day calculated to determine the Conversion Price applicable 
to such Conversion Notice, and the date of such delivery shall commence the 
counting of days for purposes of Section 4(b).

     SECTION 5.  OPTIONAL PREPAYMENT.

     (a)  The Company shall have the right, exercisable at any time upon 
twenty (20) Trading Days prior written notice to the Holder (the "OPTIONAL 
PREPAYMENT NOTICE"), to prepay, from funds legally available therefor at the 
time of such prepayment, all or any portion of the outstanding principal 
amount of the Debentures which have not previously been repaid or for which 
Conversion Notices have not previously been delivered hereunder, at a price 
equal to the Optional Prepayment Price (as defined below).  Any such 
prepayment by the Company shall be in cash and shall be free of any claim of 
subordination.  The Holder shall have the right to tender, and the Company 
shall honor, Conversion Notices delivered prior to the expiration of the 
twentieth (20th) Trading Day after receipt by the Holder of an Optional 
Prepayment Notice for such Debentures (such date, the "OPTIONAL PREPAYMENT 
DATE").

     (b)  If any portion of the Optional Prepayment Price shall not be paid 
by the Company by the Optional Prepayment Date, the Optional Prepayment Price 
shall be increased by 18% per annum (to accrue daily) until paid (which 
amount shall be paid as liquidated damages and not as a penalty).  In 
addition, if any portion of the optional Prepayment Price

                                       11
<PAGE>

remains unpaid through the expiration of the Optional Prepayment Date, the 
Holder subject to such prepayment may elect by written notice to the Company 
to either (i) demand conversion in accordance with the formula and the time 
period therefor set forth in Section 4 of any portion of the principal amount 
of Debentures for which the Optional Prepayment Price (including interest 
therefor), plus accrued liquidated damages thereof, has not been paid in full 
(the "UNPAID PREPAYMENT PRINCIPAL AMOUNT"), in which event the applicable Per 
Share Market Value shall be the lower of the Per Share Market Value 
calculated on the Optional Prepayment Date and the Per Share Market Value as 
of the Holder's written demand for conversion, or (ii) invalidate AB INITIO 
such optional redemption, notwithstanding anything herein contained to the 
contrary.  If the Holder elects option (i) above, the Company shall within 
three (3) Trading Days such election is deemed delivered hereunder to the 
Holder the shares of Common Stock issuable upon conversion of the Unpaid 
Prepayment Amount subject to such conversion demand and otherwise perform its 
obligations hereunder with respect thereto; or, if the Holder elects option 
(ii) above, the Company shall promptly, and in any event not later than three 
Trading Days from receipt of notice of such election, return to the Holder 
new Debentures for the full Unpaid Prepayment Principal Amount. If, upon an 
election under option (i) above, the Company fails to deliver the shares of 
Common Stock issuable upon conversion of the Unpaid Prepayment Principal 
Amount within the time period set forth in this Section, the Company shall 
pay to the Holder in cash, as liquidated damages and not as a penalty, $1,500 
per day until the Company delivers such Common Stock to the Holder.

     (c)  The "OPTIONAL PREPAYMENT PRICE" for any Debentures shall equal the 
sum of (i) the principal amount of Debentures to be prepaid, plus all accrued 
and unpaid interest thereon, divided by the Conversion Price on (x) the 
Optional Prepayment Date or (y) the date the Optional Prepayment Price is 
paid in full, whichever is less, multiplied by the Average Price on (x) the 
Optional Prepayment Date or (y) the date the Optional Prepayment Price is 
paid in full, whichever is greater, and (ii) all other amounts and liquidated 
damages due in respect of such principal amount.

      SECTION 6.  DEFINITIONS.  For the purposes hereof, the following terms 
shall have the following meanings:

     "AVERAGE PRICE" on any date means the average Per Share Market Value for 
the five (5) Trading Days immediately preceding such date.

     "BUSINESS DAY" means any day except Saturday, Sunday and any day which 
shall be a legal holiday 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.

     "COMMON STOCK" means common stock, $.001 par value per share, of the 
Company and stock of any other class into which such shares may hereafter 
have been reclassified or changed.

     "MANDATORY REPAYMENT AMOUNT" for any Debentures shall equal the sum of 
(i) the principal amount of Debentures to be prepaid, plus all accrued and 
unpaid interest thereon, divided by the Conversion Price on (x) the date the 
Mandatory Prepayment Amount is

                                       12
<PAGE>

demanded or (y) the date the Mandatory Prepayment Amount is paid in full, 
whichever is less, multiplied by the Per Share Market Value on (x) the date 
the Mandatory Prepayment Amount is demanded or (y) the date the Mandatory 
Prepayment Amount is paid in full, whichever is greater, and (ii) all other 
amounts, costs, expenses and liquidated damages due in respect of such 
Debentures.

     "ORIGINAL ISSUE DATE" shall mean the date of the first issuance of any 
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.

     "PER SHARE MARKET VALUE" on any particular date means (a) the closing 
bid price per share of the Common Stock on such date on the Nasdaq SmallCap 
Market or other stock exchange or quotation system on which the Common Stock 
is listed for trading, or (b) if the Common Stock is not listed on the Nasdaq 
SmallCap Market or any other stock exchange or market, the closing bid price 
per share of the Common Stock on such date on the over-the-counter market, as 
reported by the OTC Bulletin Board, or (c) if the Common Stock is not quoted 
on the OTC Bulletin Board, the closing bid price per share of Common Stock on 
such date on the over-the-counter market as reported by the National 
Quotation Bureau Incorporated (or any similar organization or agency 
succeeding its functions of reporting prices), or (d) if the Common Stock is 
no longer traded on the over-the-counter market and reported by the National 
Quotation Bureau Incorporated (or any similar organization or agency 
succeeding its functions of reporting prices), such closing bid price shall 
be determined by reference to "Pink Sheet" quotes for the relevant conversion 
period as determined in good faith by the Holder or (c) if the Common Stock 
is not then publicly traded, the fair market value of a share of Common Stock 
as determined by an appraiser selected in good faith by the Holders of a 
majority in interest of the Debentures (the Company, after receipt of the 
determination by such appraiser, shall have the right to select an additional 
appraiser, in which case, the fair market value shall be equal to the average 
of the determinations by each such appraiser).

     "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 Convertible Debenture Purchase Agreement, 
dated as of the Original Issue Date, among the Company and the original 
Holder, 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 Original Issue Date, among the Company and the original 
Holder, as amended, modified or supplemented from time to time in accordance 
with its terms.

     "TRADING DAY" means (a) a day on which the Common Stock is traded on the 
Nasdaq Stock Market or other stock exchange or market on which the Common 
Stock has been listed, or (b) if the Common Stock is not then listed on the 
Nasdaq Stock Market or any stock exchange or market, a day on which the 
Common Stock is traded on the over-the-counter market, as reported by the OTC 
Bulletin Board, or (c) if the Common Stock is not quoted on

                                       13
<PAGE>

the OTC Bulletin Board, a day on which the Common Stock is quoted on the 
over-the-counter market as reported by the National Quotation Bureau 
Incorporated (or any similar organization or agency succeeding its functions 
of reporting prices).

     "UNDERLYING SHARES" means the shares of Common Stock into which the 
Debentures, and interest thereon, are convertible in accordance with the 
terms hereof and the Purchase Agreement.

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

     SECTION 7.  Except as expressly provided herein, no provision of this 
Debenture shall alter or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of, interest and liquidated 
damages (if any) on, this Debenture at the time, place, and rate, and in the 
coin or currency, herein prescribed.  This Debenture is a direct obligation 
of the Company.  This Debenture ranks PARI PASSU with all other Debentures 
now or hereafter issued under the terms set forth herein.  The Company may 
only voluntarily prepay the outstanding principal amount on the Debentures in 
accordance with Section 5 hereof.

     SECTION 8.  This Debenture shall not entitle the Holder to any of the 
rights of a stockholder of the Company, including without limitation, the 
right to vote, to receive dividends and other distributions, or to receive 
any notice of, or to attend, meetings of stockholders or any other 
proceedings of the Company, unless and to the extent converted into shares of 
Common Stock in accordance with the terms hereof.

     SECTION 9.  If this Debenture shall be mutilated, lost, stolen or 
destroyed, the Company shall execute and deliver, in exchange and 
substitution for and upon cancellation of a mutilated Debenture, or in lieu 
of or in substitution for a lost, stolen or destroyed debenture, a new 
Debenture for the principal amount of this Debenture so mutilated, lost, 
stolen or destroyed but only upon receipt of evidence of such loss, theft or 
destruction of such Debenture, and of the ownership hereof, and indemnity, if 
requested, all reasonably satisfactory to the Company.

    SECTION 10. This Debenture shall be governed by and construed in 
accordance with the laws of the State of New York, without giving effect to 
conflicts of laws thereof.  The Company hereby irrevocably submits to the 
non-exclusive jurisdiction of the state and federal courts sitting in the 
City of New York, borough of Manhattan, for the adjudication of any dispute 
hereunder or in connection herewith or with any transaction contemplated 
hereby or discussed herein, 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 that such suit, action or 
proceeding is improper.  The Company hereby irrevocably waives personal 
service of process and consents to process being served in any such suit, 
action or proceeding by receiving a copy thereof sent to the Company at the 
address in effect for notices

                                       14
<PAGE>

to it under this instrument 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.

     SECTION 11.  Any waiver by the Company or the Holder of a breach of any 
provision of this Debenture shall not operate as or be construed to be a 
waiver of any other breach of such provision or of  any breach of any other 
provision of this Debenture.  The failure of the Company or the Holder to 
insist upon strict adherence to any term of this Debenture on one or more 
occasions shall not be considered a waiver or deprive that party of the right 
thereafter to insist upon strict adherence to that term or any other term of 
this Debenture.  Any waiver must be in writing.

     SECTION 12.  If any provision of this Debenture is invalid, illegal or 
unenforceable, the balance of this Debenture shall remain in effect, and if 
any provision is inapplicable to any person or circumstance, it shall 
nevertheless remain applicable to all other persons and circumstances.

     SECTION 13.  Whenever any payment or other obligation hereunder shall be 
due on a day other than a Business Day, such payment shall be made on the 
next succeeding Business Day (or, if such next succeeding Business Day falls 
in the next calendar month, the preceding Business Day in the appropriate 
calendar month).




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                            [SIGNATURE PAGE FOLLOWS]





                                       15
<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.


                                       FIX-CORP INTERNATIONAL, INC.



                                         By: /s/ Mark Fixler
                                             -----------------------------------
                                             Name: Mark Fixler
                                             Title: President/CEO



Attest:



By: /s/ Sherry L. Durst
    -------------------------------
    Name: Sherry L. Durst
    Title: Asst. Secretary



                                       16
<PAGE>

                                   EXHIBIT A

                             NOTICE OF CONVERSION


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

The undersigned hereby elects to convert Debenture No. A-13 into shares of 
Common Stock, $.001 par value per share (the "Common Stock"), of Fix-Corp 
International, Inc. (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 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.

Conversion calculations:
                              ----------------------------------------------
                              Date to Effect Conversion


                              ----------------------------------------------
                              Principal Amount of Debentures to be Converted


                              ----------------------------------------------
                              Number of shares of Common Stock to be Issued


                              ----------------------------------------------
                              Applicable Conversion Price


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


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


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