<PAGE>


                                                                     Exhibit 4.1


                                                                      EXHIBIT A

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES PROVIDED ANY PLEDGEE SHALL BE SUBJECT TO THE
REQUIREMENTS SET FORTH IN THE DEBENTURE.

                                            Date of Issuance: November 24, 2003

                                                               $_______________


                           7.5% CONVERTIBLE DEBENTURE
                                DUE APRIL 1, 2006

            THIS DEBENTURE is one of a series of duly authorized and issued 7.5%
Convertible Debentures of Interactive Systems Worldwide Inc., a Delaware
corporation, having a principal place of business at 2 Andrews Drive, West
Paterson, NJ 07424 (the "Company"), designated as its 7.5% Convertible
Debenture, due April 1, 2006 (the "Debentures").

         FOR VALUE RECEIVED, the Company promises to pay to ____________________
or its registered assigns (the "Holder"), the principal sum of $_______________
on April 1, 2006 or such earlier date as the Debentures are required or
permitted to be repaid as provided hereunder (the "Maturity Date"), and to pay
interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Debenture at the rate of 7.5% per annum, payable
quarterly on January 1, April 1, July 1 and October 1, beginning on the first
such date after the Original Issue Date and on each Conversion Date (as to that
principal amount then being converted) and on the Maturity Date (except that, if
any such date is not a Business Day, then such payment shall be due on the next
succeeding Business Day) (each such date, an "Interest Payment Date"), in cash
or shares of Common Stock at the Interest



                                       1
<PAGE>


Conversion Rate, or a combination thereof; provided, however, payment in shares
of Common Stock may only occur if during the 20 Trading Days immediately
preceding the Interest Payment Date all of the Equity Conditions have been met
(other than Equity Condition (iii), with respect to the Interest Payment Dates
of January 1, 2004 and, if the Commission reviews the initial Registration
Statement, April 1, 2004; provided that the Interest Conversion Rate with
respect to interest payments on such dates shall be calculated based on 20%
discount to the pricing formula rather than a 10% discount) and the Company
shall have given the Holder notice in accordance with the notice requirements
set forth below. Subject to the terms and conditions herein, the decision
whether to pay interest hereunder in shares of Common Stock or cash shall be at
the discretion of the Company. Not less than 20 Trading Days prior to each
Interest Payment Date, the Company shall provide the Holder with written notice
of its election to pay interest hereunder either in cash or shares of Common
Stock (the Company may indicate in such notice that the election contained in
such notice shall continue for later periods until revised). Within 20 Trading
Days prior to an Interest Payment Date, the Company's election (whether specific
to an Interest Payment Date or continuous) shall be irrevocable as to such
Interest Payment Date. Subject to the aforementioned conditions, failure to
timely provide such written notice shall be deemed an election by the Company to
pay the interest on such Interest Payment Date in cash. Interest shall be
calculated on the basis of a 360-day year and shall accrue daily commencing on
the Original Issue Date until payment in full of the principal sum, together
with all accrued and unpaid interest and other amounts which may become due
hereunder, has been made. Payment of interest in shares of Common Stock shall
otherwise occur pursuant to Section 4(b) and only for purposes of the payment of
interest in shares, the Interest Payment Date shall be deemed the Conversion
Date. Interest shall cease to accrue with respect to any principal amount
converted provided the Company in fact delivers the Underlying Shares within the
time period required by Section 4(b)(i). Interest hereunder will be paid to the
Person in whose name this Debenture is registered on the records of the Company
regarding registration and transfers of Debentures (the "Debenture Register").
Except as otherwise provided herein, if at anytime the Company pays interest
partially in cash and partially in shares of Common Stock, then such payment
shall be distributed ratably among the Holders of this series of Debentures
based upon the principal amount of Debentures then held by each Holder. All
overdue accrued and unpaid interest to be paid hereunder shall entail a late fee
at the rate of 12% per annum (or such lower maximum amount of interest permitted
to be charged under applicable law) ("Late Fee") which will accrue daily, from
the date such interest is due hereunder through and including the date of
payment. Notwithstanding anything to the contrary contained herein, if on any
Interest Payment Date the Company has elected to pay interest in Common Stock
and is not able to pay accrued interest in the form of Common Stock because it
does not then satisfy the conditions for payment in the form of Common Stock set
forth above, then, at the option of the Holder, the Company, in lieu of
delivering either shares of Common Stock pursuant to this Section 4, or paying
the regularly scheduled interest payment in cash, shall deliver, within three
Trading Days of each applicable Interest Payment Date, an amount in cash equal
to the product of the number of shares of Common Stock otherwise deliverable to
the Holder in connection with the payment of interest due such Interest Payment
Date and the average of the VWAPs during the period commencing on the Interest
Payment Date and ending on the Trading Day prior to the date such payment is
made. Except as set forth in Section 5, the Company may not prepay any portion
of the principal amount of this Debenture without the prior written consent of
the Holder.


                                       2
<PAGE>

         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; provided that the Company shall
not be required to issue any Debentures in denominations less than $50,000
unless there is less then $50,000 in principal amount of the Debenture
outstanding in which case it shall be for the total amount outstanding. 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 and
may be transferred or exchanged only in compliance with the Purchase Agreement
and applicable federal and state securities laws and regulations. Prior to due
presentment to the Company for transfer of this Debenture, the Company and any
agent of the Company may treat the Person in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

         Section 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 (including Late Fees) on, or liquidated damages in
                  respect of, any Debentures, free of any claim of
                  subordination, as and when the same shall become due and
                  payable (whether on a Conversion Date or the Maturity Date or
                  by acceleration or otherwise) which default is not cured, if
                  possible to cure, within 5 Trading Days after notice of such
                  default sent by the Holder;

                           ii) the Company shall fail to observe or perform any
                  other covenant, agreement or warranty contained in, or
                  otherwise commit any material breach of any of the Transaction
                  Documents (other than a breach by the Company of its
                  obligations to deliver shares of Common Stock to the Holder
                  upon conversion or interest payment which breach is addressed
                  in clause (x) below) which is not cured, if possible to cure,
                  within 10 Trading Days after notice of such default sent by
                  the Holder;



                                       3
<PAGE>

                           iii) the Company or any of its subsidiaries (other
                  than any inactive subsidiary so designated on the Disclosure
                  Schedule to the Purchase Agreement, unless they have become
                  active in the business or finances of the Company)
                  ("Subsidiary") 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 similar 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 similar 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,
                  adjustment or restructuring of its debts; or the Company or
                  any Subsidiary thereof shall by any act or failure to act
                  expressly 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 under any other Debenture or any mortgage, credit
                  agreement or other credit facility, indenture agreement,
                  factoring agreement or other instrument under which there may
                  be issued, or by which there may be secured or evidenced any
                  indebtedness for borrowed money or money due under any long
                  term leasing or factoring arrangement of the Company in an
                  amount exceeding $250,000, 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 not be eligible for
                  quotation on or quoted for trading on a Principal Market and
                  shall not again be eligible for and quoted or listed for
                  trading thereon within ten Trading Days;



                                       4
<PAGE>

                           vi) the Company shall be a party to any Change of
                  Control Transaction , shall agree to sell or dispose of all or
                  in excess of 33% of its assets in one or more transactions
                  (whether or not such sale would constitute a Change of Control
                  Transaction) or shall redeem or repurchase its outstanding
                  shares of Common Stock or other equity securities of the
                  Company for an aggregate purchase price in excess of $250,000
                  (other than redemptions of Underlying Shares and repurchases
                  of shares of Common Stock or other equity securities of
                  departing officers and directors of the Company; provided no
                  repurchase shall exceed $100,000 for any officer or director);

                           vii) a Registration Statement shall not have been
                  declared effective by the Commission on or prior to the 180th
                  calendar day after the Original Issue Date;

                           viii) if, during the Effectiveness Period (as defined
                  in the Registration Rights Agreement), the effectiveness of
                  the Registration Statement lapses for any reason or the Holder
                  shall not be permitted to resell Registrable Securities (as
                  defined in the Registration Rights Agreement) under the
                  Registration Statement, in either case, for more than 15
                  consecutive Trading Days or 25 non-consecutive Trading Days
                  during any 12 month period; provided, however, that in the
                  event that the Company is negotiating a merger, consolidation,
                  acquisition or sale of all or substantially all of its assets
                  or a similar transaction and in the written opinion of counsel
                  to the Company, the Registration Statement, would be required
                  to be amended to include information concerning such
                  transactions or the parties thereto that is not available or
                  may not be publicly disclosed at the time, the Company shall
                  be permitted an additional 20 consecutive Trading Days during
                  any 12 month period relating to such an event;

                           ix) except as provided in Section 3(a)(viii) above,
                  an Event (as defined in the Registration Rights Agreement)
                  shall not have been cured to the reasonable satisfaction of
                  the Holder prior to the expiration of thirty days from the
                  Event Date (as defined in the Registration Rights Agreement)
                  relating thereto (other than an Event resulting from a failure
                  of an Registration Statement to be declared effective by the
                  Commission on or prior to the Effectiveness Date (as defined
                  in the Registration Rights Agreement), which shall be covered
                  by Section 3(a)(vii));

                           x) the Company shall fail for any reason to deliver
                  certificates to a Holder on or prior to the fifth Trading Day
                  after a Conversion Date pursuant to and in accordance with
                  Section 4(b) or the Company shall provide notice to the
                  Holder, including by way of public announcement, at any time,
                  of its intention not to comply with requests for conversions
                  of any Debentures in accordance with the terms hereof, which
                  default is not cured if possible to cure within 3 Trading Days
                  of the notice of such default sent by the Holder;

                                       5
<PAGE>


                           (xi) the Company shall fail for any reason to deliver
                  the payment in cash pursuant to a Buy-In (as defined herein)
                  within ten Trading Days after notice thereof is delivered
                  hereunder; or

                           (xii) any Person shall breach the agreements
                  delivered to the initial Holders pursuant to Section 2.2(a)(v)
                  of the Purchase Agreement and the Company does not obtain
                  Shareholder Approval.

                  b) If any Event of Default occurs and is continuing, the full
         principal amount of this Debenture, together with interest and other
         amounts owing in respect thereof, to the date of acceleration shall
         become at the Holder's election, immediately due and payable in cash.
         The aggregate amount payable upon an Event of Default shall be equal to
         the Mandatory Prepayment Amount. Commencing 5 Trading Days after the
         occurrence of any Event of Default that results in the eventual
         acceleration of this Debenture, the interest rate on this Debenture
         shall accrue at the rate of (12%) per annum (or such lower maximum
         amount of interest permitted to be charged under applicable laws. All
         Debentures for which the full prepayment price hereunder shall have
         been paid in accordance herewith shall promptly be surrendered to or as
         directed by the Company. The Holder need not provide and the Company
         hereby waives any presentment, demand, protest or other notice of any
         kind, and the Holder may immediately 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 Holder at any time prior
         to payment hereunder and the Holder shall have all rights as a
         Debenture holder until such time, if any, as the full payment under
         this Section shall have been received by it. No such rescission or
         annulment shall affect any subsequent Event of Default or impair any
         right consequent thereon.

         Section 4. Conversion.
         ---------------------

                  a) i) At any time after the Original Issue Date until this
                  Debenture is no longer outstanding, this Debenture shall be
                  convertible into shares of Common Stock at the option of the
                  Holder, in whole or in part at any time and from time to time
                  (subject to the limitations on conversion set forth in Section
                  4(a)(ii) hereof). The Holder shall effect conversions by
                  delivering to the Company the form of Notice of Conversion
                  attached hereto as Annex A (a "Notice of Conversion"),
                  specifying therein the principal amount of Debentures to be
                  converted, which shall not be less than $50,000 in principal
                  amount of Debentures unless less than $50,000 in principal
                  amount remains outstanding, in which case it shall be for the
                  full amount outstanding, and the date on which such conversion
                  is to be effected (a "Conversion Date"), which date shall not
                  be more than 10 Trading Days after delivery of the Notice of
                  Conversion. If no Conversion Date is specified in a Notice of
                  Conversion, the Conversion Date shall be the date that such
                  Notice of Conversion is provided hereunder. To effect
                  conversions hereunder, the Holder shall not be required to
                  physically surrender Debentures to the Company unless the
                  entire principal amount of this Debenture plus all accrued and
                  unpaid interest thereon has been so converted. Conversions
                  hereunder shall have the effect of lowering the outstanding
                  principal amount of this Debenture in an amount equal to the
                  applicable conversion. The Holder and the Company shall
                  maintain records showing the principal amount converted and
                  the date of such conversions. The Company shall deliver any
                  objection to any Notice of Conversion within 3 Trading Days
                  after receipt of such notice. The Holder and any assignee, by
                  acceptance of this Debenture, acknowledge and agree that, by
                  reason of the provisions of this paragraph, following
                  conversion of a portion of this Debenture, the unpaid and
                  unconverted principal amount of this Debenture may be less
                  than the amount stated on the face hereof.



                                       6
<PAGE>

                           ii) Conversion Limitations.

                                    (A) Notwithstanding anything herein to the
                           contrary, if the Company has not obtained Shareholder
                           Approval (as defined below), if required by the
                           applicable rules and regulations of the Principal
                           Market (or any successor entity), then the Company
                           may not issue upon conversion of the Debentures, in
                           the aggregate, in excess of (1) 19.999% of the number
                           of shares of Common Stock outstanding on the Trading
                           Day immediately preceding the Original Issue Date,
                           less (2) any shares of Common Stock issued (i) as
                           payment of interest, or (ii) as payment of the
                           Monthly Redemption Amount, (iii) upon exercise of the
                           Warrants issued to Holders of the Debentures, and
                           (iv)any shares of Common Stock issued to Holders
                           pursuant to the Purchase Agreement (such number of
                           shares, the "Issuable Maximum"). Each Holder shall be
                           entitled to a portion of the Issuable Maximum equal
                           to the quotient obtained by dividing (x) the
                           aggregate principal amount of the Debenture(s) issued
                           and sold to such Holder on the Original Issue Date by
                           (y) the aggregate principal amount of all Debentures
                           issued and sold by the Company on the Original Issue
                           Date. If any Holder shall no longer hold the
                           Debenture(s), then such Holder's remaining portion of
                           the Issuable Maximum shall be allocated pro-rata
                           among the remaining Holders. If on any Conversion
                           Date: (1) the applicable Set Price then in effect is
                           such that the shares issuable under this Debenture on
                           any Conversion Date together with the aggregate
                           number of shares of Common Stock that would then be
                           issuable upon conversion in full of all then
                           outstanding Debentures would exceed the Issuable
                           Maximum, and (2) the Company's shareholders shall not
                           have previously approved the transactions
                           contemplated by the Transaction Documents, as may be
                           required by the applicable rules and regulations of
                           the Principal Market (or any successor entity), if
                           any (the "Shareholder



                                       7
<PAGE>


                           Approval"), then the Company shall issue to the
                           Holder requesting a conversion a number of shares of
                           Common Stock equal to such Holder's pro-rata portion
                           (which shall be calculated pursuant to the terms
                           hereof) of the Issuable Maximum and, with respect to
                           the remainder of the aggregate principal amount of
                           the Debentures (including any accrued interest) then
                           held by such Holder for which a conversion in
                           accordance with the applicable conversion price would
                           result in an issuance of shares of Common Stock in
                           excess of such Holder's pro-rata portion (which shall
                           be calculated pursuant to the terms hereof) of the
                           Issuable Maximum (the "Excess Principal"), the
                           Company shall be prohibited from converting such
                           Excess Principal, and shall notify the Holder of the
                           reason therefor. This Debenture shall thereafter be
                           unconvertible to such extent until and unless
                           Shareholder Approval is subsequently obtained or is
                           otherwise not required, but this Debenture shall
                           otherwise remain in full force and effect.

                                    (B) The Company shall not effect any
                           conversion or issuance of Common Stock pursuant to
                           this Debenture and the Holder shall not have the
                           right to convert any portion of this Debenture,
                           pursuant to Section 4(a)(i) or otherwise, to the
                           extent that after giving effect to such conversion or
                           issuance, the Holder (together with the Holder's
                           affiliates) would beneficially own in excess of 4.99%
                           of the number of shares of the Common Stock
                           outstanding immediately after giving effect to such
                           conversion or issuance. For purposes of the foregoing
                           sentence, the number of shares of Common Stock
                           beneficially owned by the Holder and its affiliates
                           shall include the number of shares of Common Stock
                           issuable upon conversion of this Debenture or
                           otherwise issuable pursuant to this Debenture with
                           respect to which the determination of such sentence
                           is being made, but shall exclude the number of shares
                           of Common Stock which would be issuable upon (A)
                           conversion of the remaining, nonconverted portion of
                           this Debenture beneficially owned by the Holder or
                           any of its affiliates or otherwise issuable pursuant
                           to the outstanding portion of this Debenture not
                           subject to such issuance beneficially owned by the
                           Holder or any of its affiliates and (B) exercise or
                           conversion of the unexercised or nonconverted portion
                           of any other securities of the Company (including,
                           any other Debentures or the Warrants) subject to a
                           limitation on conversion or exercise analogous to the
                           limitation contained herein beneficially owned by the
                           Holder or any of its affiliates. Except as set forth
                           in the preceding sentence, for purposes of this
                           Section 4(a)(ii), beneficial ownership shall be
                           calculated in accordance with Section 13(d) of the
                           Exchange Act. (To the extent that the limitation
                           contained in this Section 4(a)(ii) applies, the
                           determination of whether this Debenture is
                           convertible (in relation to other securities owned by
                           the Holder together with any affiliates) and of which
                           a portion of this Debenture is convertible



                                       8
<PAGE>


                           shall be in the sole discretion of such Holder, and
                           the submission of a Notice of Conversion shall be
                           deemed to be such Holder's determination of whether
                           the Debenture may be converted (in relation to other
                           securities owned by such Holder) and which portion of
                           this Debenture is convertible, in each case subject
                           to such aggregate percentage limitations. To ensure
                           compliance with this restriction, the Holder will be
                           deemed to represent to the Company each time it
                           delivers a Notice of Conversion that such Notice of
                           Conversion has not violated the restrictions set
                           forth in this paragraph and the Company shall have no
                           obligation to verify or confirm the accuracy of such
                           determination. For purposes of this Section 4(a)(ii),
                           in determining the number of outstanding shares of
                           Common Stock, the Holder may rely on the number of
                           outstanding shares of Common Stock as reflected in
                           the most recent of the following: (x) the Company's
                           most recent Form 10-Q or Form 10-K, as the case may
                           be, (y) a more recent public announcement by the
                           Company or (z) any other notice by the Company or the
                           Company's transfer agent setting forth the number of
                           shares of Common Stock outstanding. Upon the written
                           or oral request of the Holder, the Company shall
                           within two Trading Days confirm orally and in writing
                           to the Holder the number of shares of Common Stock
                           then outstanding. In any case, the number of
                           outstanding shares of Common Stock shall be
                           determined after giving effect to the conversion or
                           exercise of securities of the Company, including this
                           Debenture, by the Holder or its affiliates since the
                           date as of which such number of outstanding shares of
                           Common Stock was reported. The provisions of this
                           Section 4(a)(ii)(B) may be waived by the Holder upon,
                           at the election of the Holder, not less than 61 days'
                           prior notice to the Company, and the provisions of
                           this Section 4(a)(ii)(B) shall continue to apply
                           until such 61st day (or such later date, as
                           determined by the Holder, as may be specified in such
                           notice of waiver).

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

                  (b) i) Not later than five Trading Days after any Conversion
         Date, the Company will deliver to the Holder a certificate or
         certificates representing the Underlying Shares which shall be free of
         restrictive legends and trading restrictions (other than those required
         by the Purchase Agreement) representing the number of shares of Common
         Stock being acquired upon the conversion of Debentures (including, if
         so timely elected by the Company, shares of Common Stock representing
         the payment of accrued interest) and (B) a check in the amount of
         accrued and unpaid interest (if the Company is required to pay accrued
         interest in cash) on the principal amount of Debentures then being
         converted. The Company shall, if available and if allowed under
         applicable securities laws, use commercially reasonable 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 case of any Notice of Conversion such
         certificate or certificates are not delivered to or as directed by the
         applicable Holder by the seventh Trading Day after a Conversion Date,
         the Holder shall be entitled by written notice to the Company at any
         time on or before its receipt of such certificate or certificates
         thereafter, to rescind such conversion, in which event the Company
         shall immediately return the certificates representing the principal
         amount of Debentures tendered for conversion.



                                       9
<PAGE>

                  ii) If the Company fails for any reason to deliver to the
         Holder such certificate or certificates pursuant to Section 4(b)(i) by
         the fifth Trading Day after the Conversion Date, the Company shall pay
         to such Holder, in cash, as liquidated damages and not as a penalty,
         for each $5,000 of principal amount being converted, $25 per Trading
         Day (increasing to $50 per Trading Day after 3 Trading Days after such
         damages begin to accrue and increasing to $100 per Trading Day 6
         Trading Days after such after such damages begin to accrue) for each
         Trading Day after such fifth Trading Day until such certificates are
         delivered. The Company's obligations to issue and deliver the
         Underlying Shares upon conversion of this Debenture in accordance with
         the terms hereof are absolute and unconditional, irrespective of any
         action or inaction by the Holder to enforce the same, any waiver or
         consent with respect to any provision hereof, the recovery of any
         judgment against any Person or any action to enforce the same, or any
         setoff, counterclaim, recoupment, limitation or termination, or any
         breach or alleged breach by the Holder or any other Person of any
         obligation to the Company and irrespective of any other circumstance
         which might otherwise limit such obligation of the Company to the
         Holder in connection with the issuance of such Underlying Shares;
         provided, however, such delivery shall not operate as a waiver by the
         Company of any such action the Company may have against the Holder. In
         the event a Holder of this Debenture shall elect to convert any or all
         of the outstanding principal amount hereof, the Company may not refuse
         conversion based on any claim that the Holder or any one associated or
         affiliated with the Holder of has been engaged in any violation of law,
         agreement or for any other reason, unless, an injunction from a court,
         on notice, restraining and or enjoining conversion of all or part of
         this Debenture shall have been sought and obtained. In the event any
         such injunction is issued, all time periods applicable to the Company
         relating to conversion of Debentures shall be tolled until such
         injunction is removed. In the absence of an injunction precluding the
         same, the Company shall issue Conversion Shares or, if applicable,
         cash, upon a properly noticed conversion. Nothing herein shall limit a
         Holder's right to pursue actual damages or declare an Event of Default
         pursuant to Section 3 herein for the Company's failure to deliver
         Conversion Shares within the period specified herein and such Holder
         shall have the right to pursue all remedies available to it at law or
         in equity including, without limitation, a decree of specific
         performance and/or injunctive relief. The exercise of any such rights
         shall not prohibit the Holders from seeking to enforce damages pursuant
         to any other Section hereof or under applicable law.



                                       10
<PAGE>

                  (iii) If the Company fails for any reason to deliver to the
         Holder such certificate or certificates pursuant to Section 4(b)(i) by
         the fifth Trading Day after the Conversion Date, and if after such
         fifth Trading Day the Holder is required by its brokerage firm to
         purchase (in an open market transaction or otherwise) Common Stock to
         deliver in satisfaction of a sale by such Holder of the Underlying
         Shares which the Holder anticipated receiving upon such conversion (a
         "Buy-In"), then the Company shall (A) pay in cash to the Holder the
         amount by which (x) the Holder's total purchase price (including
         brokerage commissions, if any) for the Common Stock so purchased
         exceeds (y) the product of (1) the aggregate number of shares of Common
         Stock that such Holder was entitled to receive as a result of the
         conversion at issue multiplied by (2) the actual sale price of the
         Common Stock at the time of the sale (including brokerage commissions,
         if any) giving rise to such purchase obligation and (B) at the option
         of the Holder, either reissue Debentures in principal amount equal to
         the principal amount of the attempted conversion or deliver to the
         Holder the number of shares of Common Stock that would have been issued
         had the Company timely complied with its delivery requirements under
         Section 4(b)(i). For example, if the Holder purchases Common Stock
         having a total purchase price of $11,000 to cover a Buy-In with respect
         to an attempted conversion of Debentures with respect to which the
         actual sale price of the Underlying Shares at the time of the sale
         (including brokerage commissions, if any) giving rise to such purchase
         obligation was a total of $10,000 under clause (A) of the immediately
         preceding sentence, the Company shall be required to pay the Holder
         $1,000. The Holder shall provide the Company written notice indicating
         the amounts payable to the Holder in respect of the Buy-In together
         with documentary evidence of the actual Buy-In and other evidence
         reasonably requested by the Company. Notwithstanding anything contained
         herein to the contrary, if a Holder requires the Company to make
         payment in respect of a Buy-In for the failure to timely deliver
         certificates hereunder and the Company timely pays in full such
         payment, the Company shall not be required to pay such Holder
         liquidated damages under Section 4(b)(ii) in respect of the
         certificates resulting in such Buy-In.

                  iv) Notwithstanding anything herein to the contrary, if after
         the Effective Date the VWAP for each of any 15 consecutive Trading Days
         ("Threshold Period"), which 15 consecutive Trading Day period shall
         have commenced only after the Effective Date, is 200% or more of the
         Market Price (as defined in the Purchase Agreement, subject to
         adjustment for reverse and forward stock splits, stock dividends, stock
         combinations and other similar transactions of the Common Stock that
         occur after the date of this Agreement), the Company may, within 3
         Trading Days after any such Threshold Period, deliver a notice to the
         Holder (a "Forced Conversion Notice" and the date such notice is
         received by the Holder, the "Forced Conversion Notice Date") to cause
         the Holder to immediately convert all or part of the then outstanding
         principal amount of Debentures pursuant to Section 4(a)(i) and the
         Holder shall surrender (if the entire Debenture is converted) this
         Debenture to the Company for conversion within 5 Trading Days of the
         Forced Conversion Notice Date. The Company may only effect a Forced
         Conversion Notice if during the period beginning with the Threshold
         Period and ending on the 3rd Trading Day following the Forced
         Conversion Notice Date, all of the Equity Conditions shall have been
         met. If any of the Equity Conditions shall cease to be satisfied at any
         time during the required period, then the Forced Conversion Notice
         shall be null and void, ab initio.


                                       11
<PAGE>

                  (c) i) The conversion price in effect on any Conversion Date
         shall be equal to $4.58 (subject to adjustment herein)(the "Set
         Price").

                  ii) If the Company, at any time while the 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
         Common Stock (which, for avoidance of doubt, shall not include any
         shares of Common Stock issued by the Company pursuant to this
         Debenture, including as interest thereon), (B) subdivide its
         outstanding shares of Common Stock into a larger number of shares, (C)
         combine (including by way of reverse stock split) its outstanding
         shares of 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, then the Set Price shall be multiplied by a
         fraction of which the numerator shall be the number of shares of Common
         Stock (excluding treasury shares, if any) outstanding before such event
         and of which the denominator shall be the number of shares of Common
         Stock (excluding treasury shares, if any) 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 or any subsidiary thereof, as applicable,
         at any time while Debentures are outstanding, issues or sells, or is
         deemed to have issued or sold, any Capital Shares or Capital Shares
         Equivalent entitling any Person to acquire



                                       12
<PAGE>

         shares of Common Stock for a consideration per share of less than the
         average of the 5 VWAPs of the Common Stock immediately prior to (A) the
         execution of definitive documentation as to such subsequent transaction
         or (B) the closing of such transaction, whichever is greater (the
         "Market Price"), or for no consideration (such issuances collectively,
         a "Dilutive Issuance"), then, the Set Price shall be multiplied by the
         fraction calculated as follows: ((i) the sum of (a) the total number of
         shares of Common Stock outstanding immediately prior to such issuance
         or sale (excluding treasury shares, if any), plus (b) the number of
         shares of Common Stock which the consideration, if any, received by the
         Company upon such issuance or sale would purchase at the Market Price),
         divided by (ii) the total number of shares of Common Stock outstanding
         immediately after such issuance or sale (excluding treasury shares, if
         any), provided, however, that it is acknowledged and agreed that this
         provision shall only have the effect of reducing the Set Price of the
         Debenture. Such adjustment shall be made whenever such shares of Common
         Stock or Capital Shares Equivalent are issued as a Dilutive Issuance,
         without duplication. The Company shall notify the Holder in writing, no
         later than three Trading Days following the issuance of any Capital
         Shares or Capital Shares Equivalent subject to this section, indicating
         therein the applicable issuance price, or of applicable reset price,
         exchange price, conversion price and other pricing terms.
         Notwithstanding the foregoing, to the extent the shares of Common Stock
         (or securities convertible into or exchangeable for shares of Common
         Stock) are not delivered, upon 5 Trading Days prior written notice to
         the Holder, the Exercise Price shall be readjusted after the expiration
         of such rights, options, or warrants (but only with respect to Warrants
         exercised after such expiration), to the Exercise Price which would
         then be in effect had the adjustments made upon the issuance of such
         rights, options or warrants been made upon the basis of delivery of
         only the number of shares of Common Stock (or securities convertible
         into or exchangeable for such shares of Common Stock) actually issued.
         In case any subscription price may be paid in a consideration part or
         all of which shall be in a form other than cash, the value of such
         consideration shall be as determined in good faith by the Board of
         Directors of the Company, whose determination shall be conclusive
         absent manifest error.

                  iv) If the Company, at any time while Debentures are
         outstanding, shall distribute to all holders of Common Stock (and not
         to Holders) evidences of its indebtedness or assets or rights or
         warrants to subscribe for or purchase any security, then in each such
         case the Set Price shall be determined by multiplying such price in
         effect immediately prior to the record date fixed for determination of
         stockholders entitled to receive such distribution by a fraction of
         which the denominator shall be the VWAP determined as of the record
         date mentioned above, and of which the numerator shall be such VWAP on
         such record date less the then fair market value at such record date of
         the portion of such assets or


                                       13
<PAGE>


         evidence of indebtedness so distributed applicable to one outstanding
         share of the Common Stock as determined by the Board of Directors in
         good faith. In either case the adjustments shall be described in a
         statement provided to the Holders of the portion of assets or evidences
         of indebtedness so distributed or such subscription rights applicable
         to one share of Common Stock. Such adjustment shall be made whenever
         any such distribution is made and shall become effective immediately
         after the record date mentioned above. Notwithstanding the foregoing,
         to the extent the shares of Common Stock (or securities convertible
         into or exchangeable for shares of Common Stock) are not delivered,
         upon 5 Trading Days prior written notice to the Holder, the Exercise
         Price shall be readjusted after the expiration of such rights, options,
         or warrants (but only with respect to Warrants exercised after such
         expiration), to the Exercise Price which would then be in effect had
         the adjustments made upon the issuance of such rights, options or
         warrants been made upon the basis of delivery of only the number of
         shares of Common Stock (or securities convertible into or exchangeable
         for such shares of Common Stock) actually issued. In case any
         subscription price may be paid in a consideration part or all of which
         shall be in a form other than cash, the value of such consideration
         shall be as determined in good faith by the Board of Directors of the
         Company, whose determination shall be conclusive absent manifest error.

                  v) 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. For
         purposes of this Section 4, the number of shares of Common Stock
         outstanding as of a given date shall be the sum of the number of shares
         of Common Stock (excluding treasury shares, if any) outstanding.

                  vi) Whenever the Set Price is adjusted pursuant to any of
         Section 4(c)(ii) - (v), the Company shall promptly mail to each Holder
         a notice setting forth the Set Price after such adjustment and setting
         forth a brief statement of the facts requiring such adjustment. If the
         Company enters into a Variable Rate Transaction or an MFN Transaction,
         despite the prohibition thereon in the Purchase Agreement, the Company
         shall be deemed to have issued Capital Shares or Capital Shares
         Equivalents at the lowest possible conversion or exercise price at
         which such securities may be converted or exercised in the case of a
         Variable Rate Transaction, or the lowest possible adjustment price in
         the case of an MFN Transaction.

                  vii) If (A) the Company shall declare a dividend (or any other
         distribution) on the Common Stock; (B) the Company shall declare a
         special nonrecurring cash dividend on or a redemption of the Common
         Stock; (C) the Company shall authorize the granting to all holders of
         the Common Stock rights or warrants to subscribe for or purchase any
         shares of capital stock of any class or of any rights;



                                       14
<PAGE>


         (D) the approval of any stockholders of the Company shall be required
         in connection with any reclassification of the Common Stock, any
         consolidation or merger to which the Company is a party, any sale or
         transfer of all or substantially all of the assets of the Company, of
         any compulsory share exchange whereby the Common Stock is converted
         into other securities, cash or property; (E) the Company shall
         authorize the voluntary or involuntary dissolution, liquidation or
         winding up of the affairs of the Company; then, in each case, the
         Company shall cause to be filed at each office or agency maintained for
         the purpose of conversion of the Debentures, and shall cause to be
         mailed to the Holders at their last addresses as they shall appear upon
         the stock books of the Company, at least 10 calendar days prior to the
         applicable record or effective date hereinafter specified, a notice
         stating (x) the date on which a record is to be taken for the purpose
         of such dividend, distribution, redemption, rights or warrants, or if a
         record is not to be taken, the date as of which the holders of the
         Common Stock of record to be entitled to such dividend, distributions,
         redemption, rights or warrants are to be determined or (y) the date on
         which such reclassification, consolidation, merger, sale, transfer or
         share exchange is expected to become effective or close, and the date
         as of which it is expected that holders of the Common Stock of record
         shall be entitled to exchange their shares of the Common Stock for
         securities, cash or other property deliverable upon such
         reclassification, consolidation, merger, sale, transfer or share
         exchange; provided, that the failure to mail such notice or any defect
         therein or in the mailing thereof shall not affect the validity of the
         corporate action required to be specified in such notice. Holders are
         entitled to convert Debentures during the 10-day period commencing the
         date of such notice to the effective date of the event triggering such
         notice.

                  viii) If, at any time while this Debenture is outstanding, (A)
         the Company effects any merger or consolidation of the Company with or
         into another Person in which the Company is not the surviving entity,
         (B) the Company effects any sale of all or substantially all of its
         assets in one or a series of related transactions, (C) any tender offer
         or exchange offer (whether by the Company or another Person) is
         completed pursuant to which holders of Common Stock are permitted to
         tender or exchange their shares for other securities, cash or property,
         or (D) the Company effects any reclassification of the Common Stock or
         any compulsory share exchange pursuant to which the Common Stock is
         effectively converted into or exchanged for other securities, cash or
         property (in any such case, a "Fundamental Transaction"), then upon any
         subsequent conversion of this Debenture, the Holder shall have the
         right to receive, for each Underlying Share that would have been
         issuable upon such conversion absent such Fundamental Transaction, the
         same kind and amount of securities, cash or property as it would have
         been entitled to receive upon the occurrence of such Fundamental
         Transaction if it had been, immediately prior to such Fundamental
         Transaction, the holder of one share of Common Stock (the "Alternate
         Consideration"). For



                                       15
<PAGE>

         purposes of any such conversion, the determination of the Set Price
         shall be appropriately adjusted to apply to such Alternate
         Consideration based on the amount of Alternate Consideration issuable
         in respect of one share of Common Stock in such Fundamental
         Transaction, and the Company shall apportion the Set Price among the
         Alternate Consideration in a reasonable manner reflecting the relative
         value of any different components of the Alternate Consideration. If
         holders of Common Stock are given any choice as to the securities, cash
         or property to be received in a Fundamental Transaction, then the
         Holder shall be given the same choice as to the Alternate Consideration
         it receives upon any conversion of this Debenture following such
         Fundamental Transaction. To the extent necessary to effectuate the
         foregoing provisions, any successor to the Company or surviving entity
         in such Fundamental Transaction shall issue to the Holder a new
         debenture consistent with the foregoing provisions and evidencing the
         Holder's right to convert such debenture into Alternate Consideration.
         The terms of any agreement pursuant to which a Fundamental Transaction
         is effected shall include terms requiring any such successor or
         surviving entity to comply with the provisions of this paragraph (c)
         and insuring that this Debenture (or any such replacement security)
         will be similarly adjusted upon any subsequent transaction analogous to
         a Fundamental Transaction.

                  (ix) Notwithstanding the foregoing, no adjustment will be made
         under this paragraph (c) in respect of (A) the granting, exercise or
         issuance of Capital Shares or of options to employees, officers,
         directors, or consultants (provided that in the case of consultants,
         such issuance of Capital Shares and grants of Capital Share Equivalents
         does not exceed, in the aggregate, 200,000 Capital Shares or Capital
         Shares Equivalents convertible into or exchangeable for 200,000 Capital
         Shares, per any 12 month period) of the Company pursuant to any stock
         option plan agreement or arrangement duly adopted or approved by a
         majority of the non-employee members of the Board of Directors of the
         Company or a majority of the members of a committee of non-employee
         directors established for such purpose, or (B) upon the conversion of
         this Debenture or any other Debenture of this series or of any other
         series or any Warrant or security issued by the Company in connection
         with the offer and sale of this Company's securities pursuant to the
         Purchase Agreement, or (C) the issuance of any Common Stock as payment
         of interest with respect to any Debenture or as Monthly Redemption
         Amount, or (D) upon the exercise of or conversion of any Capital Shares
         Equivalents, rights, options or warrants issued and outstanding on the
         Original Issue Date, provided such securities have not been amended in
         order to reduce the exercise or conversion price thereof or increase
         the number of Shares issuable thereunder since the date of the Purchase
         Agreement except as a result of the Purchase Agreement, or (E) issuance
         of securities in connection with acquisitions, mergers, joint ventures,
         strategic investments, or strategic partnering arrangements, the
         primary purpose of which is not to raise capital.




                                       16
<PAGE>

                  (d) The Company covenants that it will at all times reserve
         and keep available out of its authorized and unissued shares of Common
         Stock solely for the purpose of issuance upon conversion of the
         Debentures and payment of interest on the Debenture, each as herein
         provided, free from preemptive rights or any other actual contingent
         purchase rights of persons other than the Holders, not less than such
         number of shares of the Common Stock as shall (subject to any
         additional requirements of the Company as to reservation of such shares
         set forth in the Purchase Agreement) be issuable (taking into account
         the adjustments and restrictions of Section 4(b)) upon the conversion
         of the outstanding principal amount of the Debentures and payment of
         interest hereunder. The Company covenants that all shares of Common
         Stock that shall be so issuable shall, upon issue, be duly and validly
         authorized, issued and fully paid, nonassessable and, if the
         Registration Statement is then effective under the Securities Act,
         registered for public sale in accordance with such Registration
         Statement.

                  (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 VWAP
         at such time. If the Company elects not, or is unable, to make such a
         cash payment, the Holder shall be entitled to receive, in lieu of the
         final fraction of a share, one whole share of Common Stock.

                  (f) The issuance of certificates for shares of the Common
         Stock on conversion of the Debentures shall be made without charge to
         the Holders 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 paid.

                  (g) Any and all notices or other communications or deliveries
         to be provided by the Holders hereunder, including, without limitation,
         any Notice of Conversion, shall be in writing and delivered personally,
         by facsimile, sent by a nationally recognized overnight courier
         service, addressed to the Company, at the address set forth above,
         facsimile number (973) 256-8211, Attn: Chief Financial Officer or such
         other addresses or facsimile numbers as the Company may specify for
         such purposes by notice to the Holders delivered in accordance with
         this Section 4(g), with copies thereof (which copies shall be required
         to be delivered for such notice to be effective) to each of (1)
         Friedman Kaplan Seiler & Adelman LLP, 1633 Broadway, 46th Floor, New
         York, NY 10019-6708, Attention: Richard M. Hoffman, Esq., facsimile
         number (212) 833-1250, and Global



                                       17
<PAGE>


         Interactive Gaming Ltd., Centre Point Tower, 103 New Oxford Street,
         London WC1A 100, Attention: M. Lunjevich, facsimile number
         +44-207-663-8951. 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 addressed to each Holder at the facsimile
         telephone number or address of such Holder appearing on the books of
         the Company, or if no such facsimile telephone number or address
         appears, at the principal place of business of the Holder. Any notice
         or other communication or deliveries hereunder shall be deemed given
         and effective on the earliest of (i) the date of transmission, if such
         notice or communication is delivered via facsimile at the facsimile
         telephone number specified in this Section prior to 5:30 p.m. (New York
         City time) on a Trading Day and an electronic confirmation of delivery
         is received by the sender, (ii) the next Trading Day after the date of
         transmission, if such notice or communication is delivered via
         facsimile at the facsimile telephone number specified in this Section
         on a day that is not a Trading Day or later than 5:30 p.m. (New York
         City time) on any Trading Day, (iii) three Trading Days following the
         date of mailing, if sent by nationally recognized overnight courier
         service, or (iv) upon actual receipt by the party to whom such notice
         is required to be given. The address for such notices and
         communications are those set forth on the signature pages hereof, or
         such other address as may be designated in writing hereafter, in the
         same manner, by such Person.

                  Section 5. Redemption.
                  ---------  -----------

                  (a) Optional Redemption at Election of Company. Subject to the
         provisions of this Section 5, the Company may deliver a notice to the
         Holders (an "Optional Redemption Notice" and the date such notice is
         deemed delivered hereunder, the "Optional Redemption Notice Date") of
         its irrevocable election to redeem some or all of the then outstanding
         Debentures, for an amount, in cash, equal to the Optional Redemption
         Amount on the 20th Trading Day following the Optional Redemption Notice
         Date (such date, the "Optional Redemption Date" and such redemption,
         the "Optional Redemption"). The Optional Redemption Amount is due in
         full on the Optional Redemption Date. The Company may only effect an
         optional redemption if during the period commencing on the Optional
         Redemption Notice Date through to the Optional Redemption Date, each of
         the Equity Conditions shall have been met. If any of the Equity
         Conditions shall cease to be satisfied at any time during the required
         period, then the Holder may elect to nullify the Optional Redemption
         Notice by notice to the Company within 3 Trading Days after the first
         day on which any such Equity Condition has not been met (provided that
         if, by a provision of the Transaction Documents the Company is
         obligated to notify the Holder of the non-existence of an Equity
         Condition, such notice period shall be extended to the third Trading
         Day after proper notice from the Company) in which case the Optional
         Redemption Notice shall be null and void, ab initio. The Company
         covenants and agrees that it will honor all Conversion Notices tendered
         from the time of delivery of the Optional Redemption Notice through the
         date all amounts owing thereon are due and paid in full.



                                       18
<PAGE>


                  (b) Monthly Redemption. On each Monthly Redemption Date, the
         Company shall redeem the Holder's Pro-Rata Portion of the Monthly
         Redemption Amount plus accrued but unpaid interest, the sum of all
         liquidated damages and any other amounts then owing to such Holder in
         respect of the Debenture. "Pro Rata Portion" is the ratio of (x) the
         principal amount of this Debenture held by the original Holder on the
         Original Issue Date and (y) the sum of the aggregate original principal
         amounts of the Debentures issued to all Holders on the Original Issue
         Date. If the Holder assigns any portion of this Debenture to multiple
         assignees, in connection with such assignments, the Holder shall
         instruct the Company as to how to apportion the original principal
         amount in (x) above among such assignees for purposes of calculating
         the Pro-Rata Portions of the assignees. If a Holder and its transferees
         no longer hold any Debentures, then the Pro Rata Portion shall be
         recalculated to exclude the original principal amount of any Debentures
         once held by such Holder and its transferees, if any, from clause (y)
         above. The Monthly Redemption Amount due on each Monthly Redemption
         Date shall, except as provided in this Section, be paid in cash. As to
         any Monthly Redemption and upon 20 Trading Days' prior written
         irrevocable notice, in lieu of a cash redemption payment the Company
         may elect to pay all or a portion of a Monthly Redemption in Underlying
         Shares based on a conversion price equal to 90% of the average of the
         20 VWAPs immediately prior to the applicable Monthly Redemption Date
         (subject to adjustment for any stock dividend, stock split, stock
         combination or other similar event affecting the Common Stock during
         such 20 Trading Day period) (the "Monthly Conversion Price"); provided,
         however, that the Company may not pay the Monthly Redemption Amount in
         Underlying Shares unless, (i) during the 20 Trading Day prior notice
         period immediately prior to the applicable Monthly Redemption Date
         until the Monthly Redemption has occurred each of the Equity Conditions
         shall have been met and (ii) on or prior to the 20th Trading Day prior
         to such Monthly Redemption Date, the Company irrevocably notifies the
         Holder that it will issue Underlying Shares in lieu of cash and in such
         notice the Company shall have indicated the amount to be paid in
         Underlying Shares (the Company may indicate in such notice that the
         election contained in such notice shall continue for later periods
         until revised or until the Equity Conditions are no longer satisfied).
         The Holder may convert, pursuant to Section 4, any principal amount of
         this Debenture subject to a Monthly Redemption at any time prior to the
         date that the Monthly Redemption Amount and all amounts owing thereon
         are due and paid in full. The Company covenants and agrees that it will
         honor all Conversion Notices tendered up until such amounts are paid in
         full. If the Holder elects to convert any principal amount of this
         Debenture subject to a Monthly Redemption prior to the Monthly
         Redemption Date, such Holder's Monthly Redemption Amount paid on such
         Monthly Redemption Date shall be reduced by the principal amount so
         converted. Notwithstanding anything herein to the contrary, on only one
         occasion and on at least 20 Trading Days' prior irrevocable notice to
         the Holder, the Company may elect to defer the entire Monthly
         Redemption Amount to be paid at the Monthly Redemption (other than the
         first Monthly Redemption) to the end of the Monthly Redemption
         schedule. By way of example, if a Monthly Redemption (other than the
         Monthly Redemption due May 1, 2004) is properly deferred by the Company
         hereunder, such Monthly Redemption shall occur on the first day of the
         month immediately following the final Monthly Redemption Date, and no
         payment shall be made on the Monthly Redemption Date so deferred. Any
         such deferral must be exercised as to the same Monthly Redemption Date
         as to all Holders of Debentures.



                                       19
<PAGE>


                  (c) Redemption Procedure. The payment of cash and/or issuance
         of Common Stock, as the case may be, pursuant to a Monthly Redemption
         shall be made on the Monthly Redemption Date and the payment pursuant
         to an Optional Redemption shall be made on the Optional Redemption
         Date. If any portion of the cash payment for a Monthly Redemption or
         Optional Redemption shall not be paid by the Company by the respective
         due date, interest shall accrue thereon at the rate of 12% per annum
         (or the maximum rate permitted by applicable law, whichever is less)
         until the payment of the Monthly Redemption Amount or Optional
         Redemption Amount, as applicable, plus all amounts owing thereon is
         paid in full. Alternatively, if any portion of the Monthly Redemption
         Amount or Optional Redemption Amount, as applicable, remains unpaid
         after such date, the Holders subject to such redemption may elect, by
         written notice to the Company given at any time thereafter, to
         invalidate ab initio such redemption, notwithstanding anything herein
         contained to the contrary, and, with respect the failure to honor an
         Optional Redemption only, the Company shall have no further right to
         exercise such Optional Redemption Right. Notwithstanding anything to
         the contrary in this Section 5, the Company's determination to redeem
         in cash or shares of Common Stock shall be applied among the Holders of
         Debentures according to each Holder's Pro-Rata Portion.

                  Section 6. Definitions.
                  -----------------------

                  (a) For the purposes hereof, in addition to the terms defined
         elsewhere in this Debenture: (i) capitalized terms not otherwise
         defined herein have the meanings given to such terms in the Purchase
         Agreement, and (ii) the following terms shall have the following
         meanings:

                   "Change of Control Transaction" means the occurrence after
         the date hereof of any of (i) an acquisition after the date hereof by
         an individual or legal entity or "group" (as described in Rule
         13d-5(b)(1) promulgated under the Exchange Act) of effective control
         (whether through legal or beneficial ownership of capital stock of the
         Company, by contract or otherwise) of in excess of 40% of the voting
         securities of the Company other than by any of the Purchaser's and/or
         their Affiliates acting alone or with any other Person, or (ii) a
         replacement at one time or within a one year period of more than
         one-half of the members of the Company's board of directors which is
         not approved by a majority of those individuals who are members of the
         board of directors on the date hereof (or by those individuals who are
         serving as members of the board of directors on any date whose
         nomination to the board of directors was approved by a majority of the
         members of the board of directors who are members on the date hereof),
         or (iii) the execution by the Company of an agreement to which the
         Company is a party or by which it is bound, providing for any of the
         events set forth above in (i) or (ii).



                                       20
<PAGE>

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the common stock, $0.001 par value per
         share, of the Company and stock of any other class into which such
         shares may hereafter have been reclassified or changed.

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

                  "Equity Conditions" shall mean (i) the Company is not in
         default in honoring all conversions and redemptions scheduled to occur
         or occurring by virtue of one or more Conversion Notices, if any, (ii)
         all liquidated damages and other amounts owing in respect of the
         Debentures shall have been paid; (iii) there is an effective
         Registration Statement pursuant to which the Holder is permitted to
         utilize the prospectus thereunder to resell all of the shares issuable
         pursuant to the Transaction Documents (and the Company has no knowledge
         that such effectiveness will not continue for the foreseeable future)
         subject to the provisions of Section 2(b) of the Registration Rights
         Agreement, (iv) the Common Stock is trading on the Principal Market and
         all of the shares issuable pursuant to the Transaction Documents are
         listed for trading on a Principal Market (and the Company has no
         knowledge that trading of the Common Stock on a Principal Market will
         not continue for the foreseeable future), (v) there is a sufficient
         number of authorized but unissued and otherwise unreserved shares of
         Common Stock for the issuance of all of the shares issuable pursuant to
         the Transaction Documents, (vi) there is then existing no Event of
         Default or event which, with the passage of time or the giving of
         notice, would constitute and Event of Default and (vii) all of the
         shares issued and still owned by a Holder or issuable pursuant to the
         Transaction Documents in full, ignoring for such purposes any
         conversion or exercise limitation therein, would not violate the
         limitations set forth in Section 4(a)(ii) and (ix) no public
         announcement of a pending or proposed Fundamental Transaction or
         material acquisition transaction has occurred that has not been
         consummated.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "Interest Conversion Rate" means the lesser of (i) 90% of the
         average of the 20 VWAPs immediately prior to the applicable Interest
         Payment Date or (ii) the average of the 20 VWAPs immediately prior to
         the date the applicable interest payment shares are issued and
         delivered if after the Interest Payment Date.



                                       21
<PAGE>

                  "Late Fees" shall have the meaning set forth in the second
         paragraph to this Debenture.

                  "Mandatory Prepayment Amount" for any Debentures shall equal
         the sum of (i) the greater of: (A) 120% of the principal amount of
         Debentures to be prepaid, plus all accrued and unpaid interest thereon
         and all other accrued and unpaid amounts due hereunder, or (B) the
         principal amount of Debentures to be prepaid, plus all other accrued
         and unpaid interest hereon and other amounts due hereunder, divided by
         the Set Price on (x) the date the Mandatory Prepayment Amount is
         demanded or otherwise due or (y) the date the Mandatory Prepayment
         Amount is paid in full, whichever is less, multiplied by the VWAP on
         (x) the date the Mandatory Prepayment Amount is demanded or otherwise
         due 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.

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

                  "Monthly Redemption" shall mean the redemption of the
         Debenture pursuant to Section 5(b).

                  "Monthly Redemption Amount" shall mean, as to a Monthly
         Redemption, 1/24th of the aggregate Subscription Amounts paid in
         respect of the Debentures by all holders of the Debentures on the
         Issuance Date.

                  "Monthly Redemption Date" means the 1st of each month,
         commencing immediately following the 5th month anniversary of the
         Issuance Date and continuing until this Debenture is no longer
         outstanding.

                  "Notice Date" shall have the meaning set forth in Section
         5(a).

                  "Optional Redemption" shall have the meaning set forth in
         Section 5(a).

                  "Optional Redemption Notice" shall have the meaning set forth
         in Section 5(a).

                  "Optional Redemption Amount" shall mean the sum of (i) 120% of
         the principal amount of the Debenture then outstanding and (ii) accrued
         but unpaid interest.

                  "Optional Redemption Price" shall have the meaning set forth
         in Section 5(a).

                  "Original Issue Date" shall mean the date of the first
         issuance of the Debentures regardless of the number of transfers of any
         Debenture and regardless of the number of instruments which may be
         issued to evidence such Debenture.




                                       22
<PAGE>

                  "Person" means an individual or corporation, partnership,
         trust, incorporated or unincorporated association, joint venture,
         limited liability company, joint stock company, government (or an
         agency or subdivision thereof) or other entity of any kind.

                  "Purchase Agreement" means the Securities Purchase Agreement,
         dated as of November 24, 2003, to which the Company and the original
         Holder are parties, as amended, modified or supplemented from time to
         time in accordance with its terms.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of the date of the Purchase Agreement, to which the
         Company and the original Holder are parties, as amended, modified or
         supplemented from time to time in accordance with its terms.

                  "Registration Statement" means a registration statement
         meeting the requirements set forth in the Registration Rights Agreement
         and covering among other things the resale of the Underlying Shares by
         the Holder (as provided therein) and naming the Holder as a "selling
         stockholder" thereunder.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Set Price" shall have the meaning set forth in Section
         4(c)(i).

                  "Trading Day" means any day during which the Principal Market
         shall be open for business.

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

                  "Underlying Shares" means the shares of Common Stock issuable
         upon conversion of Debentures or as payment of interest or as payment
         of the Monthly Redemption in accordance with the terms hereof.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Principal Market, the daily volume weighted
         average price of the Common Stock for such date (or the nearest
         preceding date) on the Principal Market on which the Common Stock is
         then listed or quoted as reported by Bloomberg Financial L.P. (based on
         a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
         (b) if the Common Stock is not then listed or quoted on a Trading
         Market and if prices for the Common Stock are then quoted on the OTC
         Bulletin Board, the volume weighted average price of the Common Stock
         for such date (or the nearest preceding date) on the OTC Bulletin
         Board; (c) if the Common Stock is not then listed or quoted on the OTC
         Bulletin Board and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (or a similar organization or agency succeeding to its
         functions of reporting prices), the most recent bid price per share of
         the Common Stock so reported prior to the day in question; or (d) in
         all other cases, the fair market value of a share of Common Stock as
         determined by an independent appraiser selected in good faith by a
         majority in interest of the Holders and reasonably acceptable to the
         Company.



                                       23
<PAGE>

                  (b) Interpretation. Unless the context otherwise requires, the
         terms defined in this Section 6 shall have the meanings herein
         specified for all purposes of this Debenture or the Purchase Agreement,
         applicable to both the singular and plural forms of any of the terms
         defined herein. When a reference is made in this Debenture to a
         Section, such reference shall be to a Section of this Debenture unless
         otherwise indicated. Whenever the words "include," "includes" or
         "including" are used in this Debenture, they shall be deemed to be
         followed by the words "without limitation." The use of any gender
         herein shall be deemed to include the neuter, masculine and feminine
         genders wherever necessary or appropriate. When any matter is disclosed
         (a) in any Transaction Document (including any exhibit or schedule
         thereto), (b) any place in the Disclosure Schedule, or (c) except with
         respect to Sections 3.1(g), 3.1(s), 3.1(u), 3.1(v), 3.1(w), 3.1(dd),
         3.1(ee), and 3.1(ff) of the Purchase Agreement and with respect to
         Section 6(b) and Section 6(c) of the Registration Rights Agreement, the
         Company's Form 10-KSB for the year ended September 30, 2002, the Proxy
         Statement for the 2003 Annual Meeting of Shareholders, the Forms 10-QSB
         for the quarters ended December 31, 2002, March 31, 2003 and June 20,
         2003, and all press releases issued after the filing of the Form 10-QSB
         for the quarter ended June 30, 2003 and prior to the Closing Date, such
         matter shall be deemed to have been disclosed to all of the Purchasers
         for all purposes pursuant to all of the Transaction Documents. If any
         period of time for the performance under the Transaction Documents ends
         on a day that is not a Trading Day, such period of time shall be
         automatically extended to end at the end of the next succeeding Trading
         Day.

         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 debt obligation of the
Company. This Debenture ranks pari passu with all other Debentures now or
hereafter issued under the terms set forth herein. As long as this Debenture is
outstanding, the Company shall not and shall cause its Subsidiaries not to,
without the consent of the Holder, (a) amend its certificate of incorporation,
bylaws or other charter documents so as to materially and adversely affect any
rights of the Holder; (b) repay, repurchase or offer to repay, repurchase or
otherwise acquire more than a de minimis number of shares of its Common Stock or
other equity securities other than as to the Underlying Shares to the extent
permitted or required under the Transaction Documents or as otherwise permitted
by the Transaction Documents; or (c) enter into any agreement with respect to
any of the foregoing.



                                       24
<PAGE>

         Section 8. If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, 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 9. So long as at least 50% of the original principal amount of
this Debenture is outstanding, the Company will not and will not permit any of
its subsidiaries to, directly or indirectly, enter into, create, incur, assume
or suffer to exist any indebtedness or liens of any kind (other than (a)
operating leases, (b) leases which for purposes of GAAP are treated as
capitalized leases, (c) accounts payable incurred in the ordinary course of
business, (d) Liens for taxes or other governmental charges or levies which are
either not delinquent or being contested in good faith (and which are adequately
reserved for in accordance with GAAP), (e) Liens of landlords, mechanics or
materialmen or other similar statutory Liens which secure obligations which are
either not delinquent or being contested in good faith, (f) Liens consisting of
judgment or judicial attachment Liens, provided that either the enforcement of
such Liens is effectively stayed within 30 days of such judgment or judicial
attachment, or the underlying judgment is vacated, satisfied or discharged or
bonded in such 30 day period, and (g) indebtedness assumed by the Company or any
Subsidiary in connection with a transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (i) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (ii) the acquisition of all or any of the capital stock,
partnership interest, membership interests or equity of any Person, or otherwise
causing such Person to become a Subsidiary, or (iii) a merger or consolidation
or any other combination with another Person, provided that the amount of all
such leases, payables, charges, levies and Liens permitted pursuant to
subsections (a)-(f) above does not exceed, in the aggregate, $625,000) on or
with respect to any of its property or assets now owned or hereafter acquired or
any interest therein or any income or profits therefrom that is senior to, or
pari passu with, in any respect, the Company's obligations under the Debentures
without the prior consent of the Holder, which consent shall not be unreasonably
withheld.

         Section 10. All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Debenture and any other
Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New
York, borough of Manhattan (the "New York Courts"). Each party hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, or that
the New York Courts are an improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Debenture and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
The parties hereto hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Debenture or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any
provisions of this Debenture, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys' fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.


                                       25
<PAGE>

         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. If it shall be found
that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Debenture as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

         Section 13. Whenever any payment or other obligation hereunder shall be
due on a day other than a Trading Day, such payment shall be made on the next
succeeding Trading Day.



                                       26
<PAGE>

         Section 14. This Debenture may be modified or amended or provisions
hereof waived with the written consent of the Company and the Holder.

         Section 15. Subject to applicable securities laws, this Debenture and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and permitted
assigns of the Holder; provided, however, that the Holder may not assign its
rights to a competitor or potential competitor of the Company. The provisions of
this Debenture are intended to be for the benefit of all Holders from time to
time of this Debenture and shall be enforceable by any such Holder.

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



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


                                    INTERACTIVE SYSTEMS WORLDWIDE INC.


                                    By: ______________________________________
                                        Name: Bernard Albanese
                                        Title: President



                                       27
<PAGE>


                                     ANNEX A

                              NOTICE OF CONVERSION


The undersigned hereby elects to convert principal under the 7.5% Convertible
Debenture of Interactive Systems Worldwide Inc. (the "Company"), due on April 1,
2006, into shares of common stock, $.001 par value per share (the "Common
Stock"), of the Company according to the conditions hereof, as of the date
written below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the
holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and
warrants to the Company that its ownership of the Company's Common Stock does
not exceed the amounts determined in accordance with Section 13(d) of the
Exchange Act, specified under Section 4 of this Debenture.

The undersigned agrees to comply with the prospectus delivery requirements under
the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.

Conversion calculations:
                           Date to Effect Conversion:

                           Principal Amount of Debentures to be Converted:


                           Number of shares of Common Stock to be issued:


                           Signature:

                           Name:

                           Address:



                                       28
<PAGE>



                                   Schedule 1

                               CONVERSION SCHEDULE

7.5% Convertible Debentures due on April 1, 2006, in the aggregate principal
amount of $____________ issued by Interactive Systems Worldwide Inc. This
Conversion Schedule reflects conversions made under Section 4 of the above
referenced Debenture.

                                     Dated:


=========================--------------------================-------------------
                                                Aggregate
                                                Principal
                                                 Amount
                                                Remaining
                                              Subsequent to
                                               Conversion
  Date of Conversion                          (or original
 (or for first entry,        Amount of          Principal
 Original Issue Date)        Conversion          Amount)        Company Attest
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