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Exhibit 10.1
 Number
    
    
    
    $
 GLASSMASTER COMPANY
Subordinated Convertible Debenture
 Issued:Due:
       1.
    
    Conversion Price. Subject to the conditions set forth below, the price
at which shares may be acquired by conversion of principal of this Debenture is as
follows:
 A.
    
    $1.50 per share after three (3) yearsB.
    
    $2.00 per share after five (5) years
 2.
    
    Terms of Exercise The holder may purchase shares of common stock of the
Corporation pursuant to this Debenture at any time after the issuance of this Debenture
and until the principal amount of the Debenture has been fully paid.3.
    
    Exercise Conversion Rights The Holder shall exercise the conversion
rights represented herein by (i) delivering written notice of exercise to Corporation at
the principal office of the Corporation at least twenty (20) days before the intended
date of exercise; (ii) on the intended date of exercise, surrendering this Debenture to
the Corporation at the principal office of the Corporation; This conversion right may be
exercised by the Holder in whole or in part, but not as to a fractional share of the
Corporations common stock. In the case of a partial exercise of the purchase rights
evidenced by this Debenture, the Corporation
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shall deliver to the holder a new Debenture
in similar form for the amount of the principal not applied to the shares acquired by
conversion.
 4.
    
    Issuance of Shares The shares of common stock purchased by the Holder
pursuant to this Debenture will be deemed to be and will be issued to the Holder as of
the close of business on the date on which this Debenture is surrendered to the
Corporation.5.
    
    Reservation of Shares The Corporation covenants that, during the term
that this conversion right is exercisable, it will reserve from its authorized and
unissued common stock a sufficient number of shares of its common stock to provide for
the delivery of such conversion shares.6.
    
    Shareholders Rights This Debenture shall not entitle the Holder to any
voting rights or any other rights of a stockholder of the Corporation.7.
    
    Securities Registration This Debenture has not been registered under
the Securities Act of 1933 or the securities laws of any state, including the State of
South Carolina. The Holder hereby agrees that neither this Debenture nor any shares
acquired by the Holder pursuant to this Debenture will be sold, pledged, hypothecated,
encumbered or otherwise transferred without either (i) registration of such shares under
applicable federal and state securities laws; or (ii) an opinion of counsel for the
Corporation that registration of such shares is not required under applicable federal
and state laws. Stock certificates issued as a result of the exercise of this Debenture
shall contain a restrictive legend to the effect that shares evidenced by such
certificates have not been registered under the Securities Act of 1933 or the securities
laws of any state, including the State of South Carolina, and that the shares cannot be
sold, pledged, hypothecated, encumbered or otherwise transferred without an opinion of
counsel for the Corporation that registration is not required or registration of the
shares under applicable state and federal securities laws.
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DATED:
 GLASSMASTER COMPANY
 Attest:
 By
 Secretary
 Its
 THIS DEBENTURE AND THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE
FEDERAL SECURITIES ACT OF 1933, AS AMENDED(THE ACT), OR ANY STATE SECURITIES LAWS,
INCLUDING SOUTH CAROLINA STATUTES. THE SALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER OF ALL OR
ANY PART OF THIS DEBENTURE IS SUBJECT TO RESTRICTIONS AND PROHIBITIONS CONTAINED IN A
SUBSCRIPTION AGREEMENT. IN ADDITION, THE SALE, ASSIGNMENT, PLEDGE, OR OTHER TRANSFER OF ALL
OR ANY PART OF THIS DEBENTURE MAY BE SUBJECT TO A STOP TRANSFER ORDER PLACED BY GLASSMASTER
COMPANY WITH ITS REGISTRAR AND STOCK TRANSFER AGENT.
 THIS DEBENTURE MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE OR OTHERWISE DISTRIBUTED OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR IN THE ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE TO COUNSEL FOR GLASSMASTER COMPANY THAT SUCH TRANSACTION WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. MOREOVER, IF THE
DEBENTURE IS SOLD OR TRANSFERRED WITHIN TWELVE MONTHS FROM THE DATE HEREOF PURSUANT TO A
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, SUCH SALE OR TRANSFER CAN ONLY BE MADE TO RESIDENTS OF THE STATE OF SOUTH
CAROLINA.
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