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                                  EXHIBIT 10.9

                               FORM OF DEBENTURE

       THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
       UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
       BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER
       THE ACT) OR TO, OR FOR THE ACCOUNT OR  BENEFIT OF U.S. PERSONS (AS
       DEFINED IN REGULATION S UNDER THE ACT) EXCEPT PURSUANT TO REGISTRATION
       UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
       ACT AND APPLICABLE STATE SECURITIES LAWS.

No. _______                                             US $[AMOUNT]

                          SECTOR COMMUNICATIONS, INC.

                10.0% CONVERTIBLE DEBENTURE DUE AUGUST 30, 1999

  THIS DEBENTURE is one of a duly authorized issue of Debentures of Sector
Communications, Inc., a corporation duly organized and existing under the laws
of the State of Nevada (the "Company") designated as its 10.0% Convertible
Debenture Due August 30,1999, in an aggregate principal amount not exceeding Two
Million (U.S. $2,000,000).

  FOR VALUE RECEIVED, the Company promises to pay to [note holder], the
registered holder hereof and its successors and assigns (the "Holder"), the
principal sum of [note amount] (US $ xxx,xxx) on August 30, 1999 (the "Maturity
Date"), and to pay interest on the principal sum outstanding, at the rate of 10%
per Annum due and payable upon conversion in cash or stock at the Company's
option. Accrual of interest shall commence on the date hereof and shall continue
until payment in full of the outstanding principal sum has been made or duly
provided for.  The interest so payable will be paid to the person in whose name
this Debenture (or one or more predecessor Debentures) is registered on the
records of the Company regarding registration and transfers of the Debentures
(the "Debenture Register; provided, however, that the Company's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions of the Offshore
Securities Subscription Agreement dated as of September 19, 1996 between the
Company and [note holder](the "Subscription Agreement").  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 last appearing on the Debenture
Register of the Company as designated in writing by the Holder hereof from time
to time. The Company will pay the outstanding principal of and all accrued and
unpaid interest due upon

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this Debenture on the Maturity Date, less any amounts required by law to be
deducted or withheld, to the Holder of this Debenture as of the tenth (10th) day
prior to the Maturity Date and addressed to such Holder at the last address
appearing on the Debenture Register. The forwarding of such check shall
constitute a payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Debenture
to the extent of the sum represented by such check plus any amounts so deducted.

  This Debenture is subject to the following additional provisions:

  1.     The Debentures are issuable in denominations of Ten Thousand Dollars
(US$10,000) and integral multiples thereof.  The Debentures are exchangeable for
an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holders surrendering the same but not less
than U.S. $10,000.  No service charge will be charged for such registration or
transfer or exchange.

  2.   The Company shall be entitled to withhold from all payments of principal
of, and interest on, this Debenture any amounts required to be withheld under
the applicable provisions of the United States income tax or other applicable
laws at the time of such payments.

  3.   The Debenture has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged in the U.S.
only in compliance with the Securities Act of 1933, as amended (the "Act") and
applicable state securities laws.  Prior to due presentment 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, whether or not this Debenture be overdue, and neither
the Company nor any such agent 60 be affected or bound by notice to the
contrary. Any holder of this Debenture, electing to exercise the right of
conversion set forth in Section 4(a)hereof, in addition to the requirements set
forth in Section 4(a), is also required to give the Company (i) written
conformation that it is not a U.S. Person and the Debenture is not being
converted on behalf of a U.S. Person ("Notice of Conversion") or (ii) an opinion
of U.S. counsel satisfactory to the Company to the effect that the Debenture and
shares of common stock issuable upon conversion thereof have been registered
under the 1933 Act or are exempt from such registration.  In the event a Notice
of Conversion or opinion of counsel is not provided the Holder hereof will not
be entitled to exercise the right to convert the Debentures pursuant to Section
4(a) herein.

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4.   (a) The Holder of Debenture is entitled, at its option, at anytime
commencing 45 days after issue hereof to convert any or all of the original
principal amount of Debenture and accrued interest into shares of common stock,
$.Ol par value per share, of the Company (the "Common Stock'), at a conversion
price for each share of Common Stock equal to 72.5% of the average closing bid
price of the Common Stock for the five (5) business days immediately preceding
the conversion date as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") (the "Conversion Price").  Such
conversion shall be effectuated by surrendering the Debentures to be converted
(to the Company) with the form of conversion notice attached hereto as Exhibit
I, executed by the Holder of this Debenture evidencing. such Holder's intention
to convert this Debenture or a specified portion (as above provided) hereof, and
accompanied by proper assignment hereof in blank. Accrued but unpaid interest
shall be subject to conversion at the Company's option.  No fractional shares or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share, with the
fraction paid in cash at the discretion of the Company.  The date on which
notice of conversion is given shall be deemed to be the date on which the Holder
has delivered this Debenture, with the conversion notice duly executed, to the
Company or, if earlier, the date set forth in such notice of conversion if the
Debenture is received by the Company within five (5) business days thereafter.

  (b) Notwithstanding the provisions of paragraph 4(a) hereof if the Conversion
Price shall be less than $.50 as reported on NASDAQ, the Company may, at its
sole option, exercised by five days prior written notice to the Holder redeem
that portion of the principal amount of the Debentures not previously noticed
for conversion in accordance with the provisions set forth in Section 4(a)
hereof, for 127.5% of the principal balance plus accrued interest in cash to be
paid within ten days of the notice therein.  For example:

If the amount to be converted is the full $4 million and the Conversion Price is
S.20 then instead of converting the Debenture to 20,000,000 shares of Company
stock the Debentures, at the option of the Company could he converted into
8,000,000 shares of stock (representing 40% of the full conversion shares).
Therefore 60% of the principal amount times 127.5%  (totaling $3 Million) plus
accrued interest on the $4 million could be paid in cash by the Company.

  (c) Notwithstanding the provisions of paragraph 4(a) hereof, at any time on
and after 120 days from the date of the issuance of the Debentures, if the
average of the closing bid price for the Company's common shares for 5
Consecutive trading days shall be in excess of US $2.50 as reported on NASDAQ,
the Company may, at its sole option, exercised by five days prior written notice
thereof to the holder require the Holder of the Debentures to convert that
portion of the principal amount of the Debenture, not previously converted in

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accordance with the procedures set forth in Section 4(a) hereof, except that for
purposes of Section 4(a)(I) the conversion date shall be the date specified in
the Company's notice to Holder.

  5.   No provision of this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place, and rate, and in the coin
currency, herein prescribed except to the extent said Debenture has been
converted pursuant to the terms hereof.

  6.   The Company hereby expressly waives demand and presentment for payment,
notice of nonpayment, protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, bringing of suit and diligence in taking
any action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder.

  7.   The Company agrees to pay all reasonable costs and expenses, including
reasonable attorneys' fees, which may be incurred by the Holder in collecting
any amount due under this Debenture due to Company's default.

  8.   If one or more of the following described "Events of Default" shall
occur:

  (a) The Company shall default in the payment of principal or interest on this
      Debenture; or

  (b) Any of the representations or warranties made by the Company herein, in
      the Subscription Agreement, or in any certificate or financial or other
      written 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

  (c) The Company shall fail to perform or observe, in any material respect, any
      other covenant term, provision, condition, agreement or obligation of the
      Company under this Debenture and such failure shall continue uncured for a
      period of seven (7) days after notice from the Holder of such failure; or

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  (d) The Company shall (1)become insolvent; (2) admit in writing its liability
      to pay its debts generally as they mature; (3) make an assignment for the
      benefit of creditors or commence proceedings for its dissolution; or (4)
      apply for or consent to the appointment of a trustee, liquidator or
      receiver for its or for a substantial part of its property or business; or

  (e) A trustee, liquidator or receiver shall be appointed for the Company or
      for a substantial part of its property or business without its consent and
      shall not be discharged within (30) days after such appointment; or

  (f) Any governmental agency or any court of competent jurisdiction at the
      instance of any governmental agency shall assume custody or control of the
      whole or any substantial portion of the properties or assets of the
      Company and shall not be dismissed within thirty (30) days thereafter; or

  (g) Any money judgment, writ or warrant of attachment, or similar process in
      excess of Two Hundred Fifty Thousand ($250,000) Dollars 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 five (5) days
      prior to the date of any proposed sale thereunder; or

  (h) Bankruptcy, reorganization, solvency or liquidation proceedings or other
      proceedings for relief under any bankruptcy law or any law for the relief
      of debtors shall be instituted by or against the Company and, if
      instituted against the Company, shall not be dismissed within thirty (30)
      days after such instruction of the Company shall by any action or answer
      approve of, consent to, or acquiesce in any such proceedings or admit the
      material allegations of, or default in answering a petition filed in any
      such proceeding; or

  (i) The Company shall have its Common Stock delisted from an exchange or over-
      the-counter market.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider this
Debenture immediately due and payable, without presentment, demand, protest or
notice of any kinds, all of which are hereby expressly waived, anything herein
or in any note or other instruments to the contrary notwithstanding, and the
Holder may immediately, and without expiration of any period 

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of grace, enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law.

  9.   This Debenture represents a general unsecured obligation of
the Company.  No recourse shall be had for the payment of the principal of or
the interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

  10.  The Holder of this Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Shares of Common Stock
issuable upon exercise thereof except under circumstances which will not result
in a violation of the Act or any applicable state Blue Sky law or similar laws
relating to the sale of securities.

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

  12.  This Debenture, and the agreements referred to in this Debenture
constitute the full and entire understanding and agreement between the Company
and the Holder with respect to the subject hereof.  Neither this Debenture nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.

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13.    This Debenture shall be governed by and construed in accordance with the
laws of Virginia.

       IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.


Dated:________________

                                  SECTOR COMMUNICATIONS, INC.

                                  By: /s/ Theodore J. Georgelas
                                      -------------------------
                                  Title: President and CEO
                                         -----------------


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