Exhibit 10.3

      THESE  SECURITIES HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE  AND  MAY  NOT BE
      SOLD OR OFFERED FOR SALE IN THE ABSENCE OF  AN  EFFECTIVE  REGISTRATION
      STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
      ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Original Note Issue Date: August 14, 2003           Principal:   US $85,000.00
                          ---------------                           ----------

                                  UNIVEC, INC.

                     8% CONVERTIBLE NOTE DUE AUGUST 14, 2005

         THIS NOTE is one of a duly authorized issue of $85,000.00 in Notes of
UNIVEC, INC., a corporation organized and existing under the laws of the State
of Delaware (the "Company") designated as its 8% Convertible Notes.

         FOR VALUE RECEIVED, the Company promises to pay to THE SHAAR FUND,
LTD., the registered holder hereof (the "Holder"), the principal sum of
Eighty-five Thousand and 00/100 Dollars (US $85,000.00) on August 14, 2005 (the
"Maturity Date") and to pay interest on the principal sum outstanding from time
to time in arrears at the rate of 8% per annum, accruing from the Original Note
Issue Date specified above (the "Issue Date"), on the date (each, an "Interest
Payment Date") which is the earlier of (i) a Conversion Date (as defined below)
or (ii) the Maturity Date, as the case may be. Accrual of interest shall
commence on the first such business day to occur after the Issue Date and shall
continue to accrue on a daily basis (based on a 360 day year) until payment in
full of the principal sum has been made or duly provided for (whether such
payment is made on or after the Maturity Date). Additional provisions regarding
the payment of interest are provided in Section 4(D) below (the terms of which
shall govern as if this sentence were not included in this Note).

         This Note is being issued pursuant to the terms of the Securities
Purchase Agreement, dated as of August 14, 2003 (the "Securities Purchase
Agreement"), to which the Company and the Holder (or the Holder's predecessor in
interest) are parties. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Securities Purchase Agreement.

         This Note is subject to the following additional provisions:

         1. The Notes will initially be issued in denominations determined by
the Company, but are exchangeable for an equal aggregate principal amount of
Notes of different denominations, as requested by the Holder surrendering the
same. No service charge will be made for such registration or transfer or
exchange.

<PAGE>

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

         3. This Note has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws and the terms of the Securities
Purchase Agreement. In the event of any proposed transfer of this Note, the
Company may require, prior to issuance of a new Note in the name of such other
person, that it receive reasonable transfer documentation that is sufficient to
evidence that such proposed transfer complies with the Act and other applicable
state and foreign securities laws and the terms of the Securities Purchase
Agreement. Prior to due presentment for transfer of this Note, the Company and
any agent of the Company may treat the person in whose name this Note is duly
registered on the Company's Note Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note be overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

         4. A. (i) At any time on or after the Issue Date and prior to the time
this Note is paid in full in accordance with its terms (including without
limitation after the Maturity Date and after the occurrence of an Event of
Default, as defined below), the Holder of this Note is entitled, at its option,
subject to the following provisions of this Section 4, to convert this Note at
any time into shares of Common Stock, $0.001 par value ("Common Stock"), of the
Company at the Conversion Price (as defined below).

                           (ii) The term "Conversion Price" means US $0.17
(which amount is subject to adjustment as provided
herein).

                           (iii) Notwithstanding any other provision of this
Note to the contrary, if, on the Maturity Date any
portion of this Note is then outstanding (an "Unconverted Note"), the Company
shall have the option to pay the principal and accrued interest (through the
actual date of payment) of the Unconverted Note (the "Maturity Amount") either
(i) in whole or in part in cash (and such cash shall be applied first to
interest and then to principal) or (ii) to the extent not paid in cash as
provided in clause (i), by delivering to the Holder such number of Conversion
Shares equal to such unpaid Maturity Amount divided by the Conversion Price then
in effect (such Conversion Shares, the "Maturity Date Shares"). The option to
pay any or all of the Maturity Amount by the issuance of Maturity Date Shares
shall be subject to the following conditions: (x) a registration statement
covering such shares must be effective at the time the Maturity Date Shares are
issued or the Holder must be eligible to sell all of such Maturity Date Shares
under Rule 144 without volume or other restrictions or limits and (y) the
issuance of the Maturity Date Shares shall not exceed the amount contemplated by
Section 4(C) hereof. If the Unconverted Note is not fully satisfied on the

                                       2

<PAGE>

Maturity Date in the manner provided in the preceding provisions of this Section
4(A)(iii), the remaining balance of the Unconverted Note shall continue to
accrue interest as before and the Holder shall have such rights as are provided
herein or in the other Transaction Agreements.

                  B. Conversion shall be effectuated by faxing a Notice of
Conversion (as defined below) to the Company as provided in this paragraph. The
Notice of Conversion shall be executed by the Holder of this Note and shall
evidence such Holder's intention to convert this Note or a specified portion
hereof in the form annexed hereto as Exhibit A. If paid in Common Stock as
contemplated hereby, interest accrued or accruing from the Issue Date to the
relevant Interest Payment Date shall be paid in Common Stock at the Conversion
Price applicable as of such Interest Payment Date. No fractional shares of
Common Stock or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. The date on which notice of conversion is given (the "Conversion
Date") shall be deemed to be the date on which the Holder faxes or otherwise
delivers the conversion notice ("Notice of Conversion") to the Company so that
it is received by the Company on or before such specified date, provided that,
if such conversion would convert the entire remaining principal of this Note,
the Holder shall deliver to the Company the original Notes being converted no
later than five (5) business days thereafter. Facsimile delivery of the Notice
of Conversion shall be accepted by the Company at facsimile number (410)
347-1542; Attn: David Dalton. Certificates representing Common Stock upon
conversion ("Conversion Certificates") will be delivered to the Holder at the
address specified in the Notice of Conversion (which may be the Holder's address
for notices as contemplated by the Securities Purchase Agreement or a different
address), via express courier, by electronic transfer or otherwise, within three
(3) business days (such third business day, the "Delivery Date") after the date
on which the Notice of Conversion is delivered to the Company as contemplated in
this paragraph B, and, if interest is paid by Common Stock, the Interest Payment
Date. The Holder shall be deemed to be the holder of the shares issuable to it
in accordance with the provisions of this Section 4(B) on the Conversion Date.

                  C. Notwithstanding any other provision hereof or of any of the
other Transaction Agreements, in no event (except (i) as specifically provided
herein as an exception to this provision, or (ii) while there is outstanding a
tender offer for any or all of the shares of the Company's Common Stock) shall
the Holder be entitled to convert any portion of this Note, or shall the Company
have the obligation to convert such Note (and the Company shall not have the
right to pay interest hereon in shares of Common Stock) to the extent that,
after such conversion or issuance of stock in payment of interest, the sum of
(1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the Notes
or other convertible securities or of the unexercised portion of warrants or
other rights to purchase Common Stock), and (2) the number of shares of Common
Stock issuable upon the conversion of the Notes with respect to which the
determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding

                                       3

<PAGE>

shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such conversion). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, except as
otherwise provided in clause (1) of such sentence. The Holder, by its acceptance
of this Note, further agrees that if the Holder transfers or assigns any of the
Notes to a party who or which would not be considered such an affiliate, such
assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section 4(C) as if such
transferee or assignee were the original Holder hereof. Nothing herein shall
preclude the Holder from disposing of a sufficient number of other shares of
Common Stock beneficially owned by the Holder so as to thereafter permit the
continued conversion of this Note.

                  D. (i) Subject to the terms of Section 4(C) and to the other
terms of this Section 4(D), interest on the principal amount of this Note
converted pursuant to a Notice of Conversion shall be due and payable, at the
option of the Holder, in cash or Common Stock on the Interest Payment Date.

                     (ii) If the interest is to be paid in cash, the Company
shall make such payment within three (3) business days of the Interest Payment
Date. If the interest is not paid by such third business day, the interest must
be paid in Common Stock in accordance with the provisions of Section 4(D)(i)
hereof, unless the Holder consents otherwise in each specific instance.

                  E. Anything herein to the contrary notwithstanding, the Holder
may give the Company written notice at least thirty (30) days in advance of the
Accelerated Maturity Date (as defined below) accelerating the Maturity Date to
the Accelerated Maturity Date. Upon the giving of such notice, the Maturity Date
of this Note shall be the Accelerated Maturity Date. The term "Accelerated
Maturity Date" means the date which is the first anniversary of the Issue Date.

         5. Subject to the terms of the Securities Purchase Agreement, no
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and interest on,
this Note at the time, place, and rate, and in the coin or currency, herein
prescribed. This Note and all other Notes now or hereafter issued of similar
terms are direct obligations of the Company.

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

         7. All payments contemplated hereby to be made "in cash" shall be made
in immediately available good funds of United States of America currency by wire

                                       4

<PAGE>

transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each
delivery of shares of Common Stock issuable to the Holder as contemplated hereby
shall be made to the Holder at the address last appearing on the Note Register
of the Company as designated in writing by the Holder from time to time; except
that the Holder can designate, by notice to the Company, a different delivery
address for any one or more specific payments or deliveries.

         8. If, for as long as this Note remains outstanding, the Company enters
into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity or a sale or transfer of
all or substantially all of the assets of the Company to another person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction, that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into
a Sale and the holders of the Common Stock are entitled to receive stock,
securities or property in respect of or in exchange for Common Stock, then as a
condition of such Sale, the Company and any such successor, purchaser or
transferee will agree that the Note may thereafter be converted on the terms and
subject to the conditions set forth above into the kind and amount of stock,
securities or property receivable upon such merger, consolidation, sale or
transfer by a holder of the number of shares of Common Stock into which this
Note might have been converted immediately before such merger, consolidation,
sale or transfer, subject to adjustments which shall be as nearly equivalent as
may be practicable. In the event of any such proposed Sale, (i) the Holder
hereof shall have the right to convert by delivering a Notice of Conversion to
the Company within fifteen (15) days of receipt of notice of such Sale from the
Company, except that Section 4(C) shall not apply to such conversion.

         9. If, at any time while any portion of this Note remains outstanding,
the Company spins off or otherwise divests itself of a part of its business or
operations or disposes of all or of a part of its assets in a transaction (the
"Spin Off") in which the Company, in addition to or in lieu of any other
compensation received and retained by the Company for such business, operations
or assets, causes securities of another entity (the "Spin Off Securities") to be
issued to security holders of the Company, the Company shall cause (i) to be
reserved Spin Off Securities equal to the number thereof which would have been
issued to the Holder had all of the Holder's Notes outstanding on the record
date (the "Record Date") for determining the amount and number of Spin Off
Securities to be issued to security holders of the Company (the "Outstanding
Notes") been converted as of the close of business on the trading day
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be issued to the Holder on the conversion of all or any of the Outstanding
Notes, such amount of the Reserved Spin Off Shares equal to (x) the Reserved
Spin Off Shares multiplied by (y) a fraction, of which (I) the numerator is the
principal amount of the Outstanding Notes then being converted, and (II) the
denominator is the principal amount of the Outstanding Notes.

         10. If, at any time while any portion of this Note remains outstanding,
the Company effectuates a stock split or reverse stock split of its Common Stock
or issues a dividend on its Common Stock consisting of shares of Common Stock,

                                       5

<PAGE>

the Conversion Price and any other amounts calculated as contemplated hereby or
by any of the other Transaction Agreements shall be equitably adjusted to
reflect such action. By way of illustration, and not in limitation, of the
foregoing, (i) if the Company effectuates a 2:1 split of its Common Stock,
thereafter, with respect to any conversion for which the Company issues shares
after the record date of such split, the Conversion Price shall be deemed to be
one-half of what it had been immediately prior to such split; (ii) if the
Company effectuates a 1:10 reverse split of its Common Stock, thereafter, with
respect to any conversion for which the Company issues shares after the record
date of such reverse split, the Conversion Price shall be deemed to be ten times
what it had been calculated to be immediately prior to such split; and (iii) if
the Company declares a stock dividend of one share of Common Stock for every 10
shares outstanding, thereafter, with respect to any conversion for which the
Company issues shares after the record date of such dividend, the Conversion
Price shall be deemed to be such amount multiplied by a fraction, of which the
numerator is the number of shares (10 in the example) for which a dividend share
will be issued and the denominator is such number of shares plus the dividend
share(s) issuable or issued thereon (11 in the example).

         11. In each case of any adjustment or readjustment pursuant to Section
8, 9 or 10 hereof, the Company shall promptly compute such adjustment or
readjustment in accordance with the terms of this Note and prepare and promptly
provide to the Holder a certificate, signed by the Chief Executive Officer,
Chief Financial Officer, or Treasurer of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation thereof.

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

         13. This Note shall be governed by and construed in accordance with the
laws of the State of New York. Each of the parties submits to the exclusive
jurisdiction of the United States Federal and the state courts located in New
York County, New York in connection with any dispute arising under this Note and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. To the extent determined by such court, the
Company shall reimburse the Holder for any reasonable legal fees and
disbursements incurred by the Holder in enforcement of or protection of any of
its rights under this Note.


         14. JURY TRIAL WAIVER. The Company and the Holder hereby waive a trial
by jury in any action, proceeding or counterclaim brought by either of the
Parties hereto against the other in respect of any matter arising out of or in
connection with this Note.

                                       6

<PAGE>

        15. The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Note, or any other amount due,
                           and, in any such instance, the same shall continue
                           for a period of five (5) business days; or

                  b.       Any of the representations or warranties made by the
                           Company herein, in the Securities Purchase Agreement
                           or any of the other Transaction Agreements or in any
                           certificate or financial or other written statements
                           heretofore or hereafter furnished by the Company in
                           connection with the execution and delivery of this
                           Note or the Securities Purchase Agreement shall be
                           false or misleading in any material respect at the
                           time made; or

                  c.       The Company shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of any
                           Note in this series and such failure shall continue
                           uncured for a period of thirty (30) days after
                           written notice from the Holder of such failure; or

                  d.       The Company shall fail to perform or observe, in any
                           material respect, any covenant, term, provision,
                           condition, agreement or obligation of the Company
                           under any of the Transaction Agreements and such
                           failure shall continue uncured for a period of thirty
                           (30) days after written notice from the Holder of
                           such failure; or

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

                  f.       A trustee, liquidator or receiver shall be appointed
                           for the Company or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within sixty (60) days after such
                           appointment; or

                  g.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within sixty (60) days thereafter; or
                  h.       Any money judgment, writ or warrant of attachment, or
                           similar process in excess of Two Hundred Thousand
                           ($200,000) Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                                       7

<PAGE>

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy law or any law for the relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted against the Company, shall not be
                           dismissed within sixty (60) days after such
                           institution or the Company shall by any action or
                           answer approve of, consent to, or acquiesce in any
                           such proceedings or admit the material allegations
                           of, or default in answering a petition filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock suspended
                           from trading on, or delisted from, the Principal
                           Market for in excess of ten (10) trading days; or

                  k.       Any event defined in another provision of this Note
                           as an Event of Default shall have occurred.

If an Event of Default shall have occurred, then, or at any time thereafter, and
in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable (and
the Maturity Date shall be accelerated accordingly), without presentment,
demand, protest or notice of any kinds, all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the
contrary notwithstanding, and the Holder may immediately enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.

         16. Nothing contained in this Note shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights whatsoever as a shareholder of the Company, unless and to the extent
converted in accordance with the terms hereof.

         17. In the event for any reason, any payment by or act of the Company
or the Holder shall result in payment of interest which would exceed the limit
authorized by or be in violation of the law of the jurisdiction applicable to
this Note, then ipso facto the obligation of the Company to pay interest or
perform such act or requirement shall be reduced to the limit authorized under
such law, so that in no event shall the Company be obligated to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest in excess of the limit so authorized. In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further agreement or notice between or by the Company or the Holder, be deemed
applied to the payment of principal, if any, hereunder immediately upon receipt

                                       8

<PAGE>

of such excess funds by the Holder, with the same force and effect as though the
Company had specifically designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Note. If any part of such excess remains after the principal has been paid in
full, whether by the provisions of the preceding sentences of this Section or
otherwise, such excess shall be deemed to be an interest-free loan from the
Company to the Holder, which loan shall be payable immediately upon demand by
the Company. The provisions of this Section shall control every other provision
of this Note.

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

Dated: August 14, 2003

       UNIVEC, INC.

 By:_______________________________________

    ------------------------------------------
                             (Print Name)
    ------------------------------------------
    (Title)

                                       9
<PAGE>



                                    EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF
                     8% CONVERTIBLE NOTE DUE AUGUST 14, 2005
     (To be Executed by the Registered Holder in Order to Convert the Note)



FROM:
("Holder")

DATE:                                                                      (the
     --------------------------------------------------------------------
"Conversion Date")

RE:  Conversion of $___________ principal amount (the "Converted   Note") of the
     8% Convertible Note Due August 14, 2005 (the "Note") of UNIVEC, INC. (the
     "Company") plus interest thereon into shares (the "Conversion Shares") of
     Common Stock (defined below)

CONVERSION DATE:

         The captioned Holder hereby gives notice to the Company, pursuant to
the Note of UNIVEC, INC. that the Holder elects to convert the Converted Note
into fully paid and non-assessable shares of Common Stock, $0.001 par value (the
"Common Stock"), of the Company as of the Conversion Date specified above. Said
conversion shall be based on the following Conversion Price:

         |_|      $               , representing the original Conversion Price
                   ---------------
                  (as defined in the Note)

         |_|      $               , representing the original Conversion Price
                   ---------------
                  (as defined in the Note), adjusted in accordance with the
                  provisions of the Note.

As contemplated by the Note, the Company should also pay all accrued but unpaid
interest on the Converted Note to the Holder in Common Stock at the above
Conversion Price. The Conversion Shares amount specified above assumes timely
issuance of such shares. If the Conversion Shares are not issued by the Delivery
Date, the Conversion Shares should be increased to reflect the additional
accrued interest through the actual date of issuance.

<PAGE>



Based on this Conversion Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

    Name and Record Address                   Number of Conversion

Shares

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

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

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

         It is the intention of the Holder to comply with the provisions of
Section 4(C) of the Note regarding certain limits on the Holder's right to
convert thereunder. Based on the analysis on the attached Worksheet Schedule,
the Holder believes this conversion complies with the provisions of said Section
4(C). Nonetheless, to the extent that, pursuant to the conversion effected
hereby, the Holder would have more shares than permitted under said Section,
this notice should be amended and revised, ab initio, to refer to the conversion
which would result in the issuance of shares consistent with such provision. Any
conversion above such amount is hereby deemed void and revoked.

         As contemplated by the Note and the Securities Purchase Agreement, this
Notice of Conversion is being sent by facsimile to the telecopier number and
officer indicated above.

         If this Notice of Conversion represents the full conversion of the
outstanding balance of the Converted Note, the Holder either (1) has previously
surrendered the Converted Note, duly endorsed, to the Company or (2) will
surrender (or cause to be surrendered) the Converted Note, duly endorsed, to the
Company at the address indicated above by express courier within five (5)
business days after delivery or facsimile transmission of this Notice of
Conversion.

         The certificates representing the Conversion Shares should be
transmitted by the Company to the Holder via express courier or by electronic
transfer within the time contemplated by the Note and Securities Purchase
Agreement after receipt of this Notice of Conversion (by facsimile transmission
or otherwise) to:






                                               (Print name of Holder)

                                           By:
                                               --------------------------------
                                               (Signature of Authorized Person)

                                               --------------------------------
                                               (Printed Name and Title)



<PAGE>



                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE



1. Current Common Stock holdings of Holder and Affiliates       _____________

2. Shares to be issued on current conversion                    _____________

3. Other shares eligible to be acquired without restriction     _____________

4. Total [sum of Lines 1 through 3]                             _____________



5. Outstanding shares of Common Stock                           _____________

6. Adjustments to Outstanding

a. Shares from Line 1 not included in Line 5                     ____________

b. Shares to be issued per Line 2                                ____________

c. Total Adjustments [Lines 6a and 6b]                          _____________

7. Total Adjusted Outstanding [Lines 5 plus 6c]                 _____________



8. Holder's Percentage [Line 4 divided by Line 7]               _____________%

[Note: Line 8 not to be above 4.99%]