EXHIBIT 4.1



                                    FORM OF

                              CONVERTIBLE DEBENTURE



COMPANY: Medical Connections Holdings, Inc.
COMPANY ADDRESS: 2300 Glades Road, Suite 202E, Boca Raton, Florida 33431

CLOSING DATE:     ___________________

MATURITY DATE:    ___________________

PRINCIPAL AMOUNT: ___________________



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         MEDICAL CONNECTIONS HOLDINGS, INC., A FLORIDA CORPORATION, AND ANY
SUCCESSOR OR RESULTING CORPORATION BY WAY OF MERGER, CONSOLIDATION, SALE OR
EXCHANGE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR OTHERWISE (THE "Company"),
FOR VALUE RECEIVED, HEREBY PROMISES TO PAY TO THE HOLDER (AS SUCH TERM IS
HEREINAFTER DEFINED), OR SUCH OTHER PERSON (AS SUCH TERM IS HEREINAFTER DEFINED)
UPON ORDER OF THE HOLDER, ON THE MATURITY DATE, THE PRINCIPAL AMOUNT (AS SUCH
TERM IS HEREINAFTER DEFINED), AS SUCH SUM MAY BE ADJUSTED PURSUANT TO ARTICLE 3,
AND TO PAY INTEREST THEREON FROM THE CLOSING DATE, AT THE RATE OF SIX PERCENT (6
%) PER ANNUM (THE "Debenture Interest Rate"), UNTIL THE PRINCIPAL AMOUNT OF THIS
DEBENTURE HAS BEEN PAID IN FULL. ALL INTEREST PAYABLE ON THE PRINCIPAL AMOUNT OF
THIS DEBENTURE SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL
NUMBER OF DAYS ELAPSED. PAYMENT OF INTEREST OR PRINCIPAL ON THIS DEBENTURE SHALL
BE IN CASH OR, AT THE OPTION OF THE COMPANY, IN SHARES OF COMMON STOCK OF THE
COMPANY VALUED AT THE THEN APPLICABLE CONVERSION PRICE (AS DEFINED HEREIN).


DEFINITIONS

1.1 DEFINITIONS. THE TERMS DEFINED IN THIS ARTICLE WHENEVER USED IN THIS
DEBENTURE HAVE THE FOLLOWING RESPECTIVE MEANINGS:

1.1.1.A "Affiliate" HAS THE MEANING ASCRIBED TO SUCH TERM IN RULE 12B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

1.1.1.B "Bankruptcy Code" MEANS THE UNITED STATES BANKRUPTCY CODE OF 1986, AS
AMENDED (11 U.S.C. SS.SS. 101 ET. SEQ.).

1.1.1.C "Business Day" MEANS A DAY OTHER THAN SATURDAY, SUNDAY OR ANY DAY ON
WHICH BANKS LOCATED IN THE STATE OF CALIFORNIA ARE AUTHORIZED OR OBLIGATED TO
CLOSE.

1.1.1.D "Capital Shares" MEANS THE COMMON STOCK AND ANY OTHER SHARES OF ANY
OTHER CLASS OR SERIES OF CAPITAL STOCK, WHETHER NOW OR HEREAFTER AUTHORIZED AND
HOWEVER DESIGNATED, WHICH HAVE THE RIGHT TO PARTICIPATE IN THE DISTRIBUTION OF
EARNINGS AND ASSETS (UPON DISSOLUTION, LIQUIDATION OR WINDING-UP) OF THE
COMPANY.

1.1.1.E "Common Shares" OR "Common Stock" MEANS SHARES OF THE COMPANY'S COMMON
STOCK.

1.1.1.F "Common Stock Issued at Conversion", WHEN USED WITH REFERENCE TO THE
SECURITIES DELIVERABLE UPON CONVERSION OF THIS DEBENTURE, MEANS ALL COMMON
SHARES NOW OR HEREAFTER OUTSTANDING AND SECURITIES OF ANY OTHER CLASS OR SERIES
INTO WHICH THIS DEBENTURE HEREAFTER SHALL HAVE BEEN CHANGED OR SUBSTITUTED,
WHETHER NOW OR HEREAFTER CREATED AND HOWEVER DESIGNATED.

1.1.1.G "Conversion" OR "conversion" MEANS THE REPAYMENT BY THE COMPANY OF THE
PRINCIPAL AMOUNT OF THIS DEBENTURE BY THE DELIVERY OF COMMON STOCK ON THE TERMS
PROVIDED IN SECTION 3.2, AND "convert," "converted," "convertible" AND LIKE
WORDS SHALL HAVE A CORRESPONDING MEANING.

1.1.1.H "Conversion Date" MEANS ANY DAY ON WHICH ALL OR ANY PORTION OF THE
PRINCIPAL AMOUNT OF THIS DEBENTURE IS CONVERTED IN ACCORDANCE WITH THE
PROVISIONS HEREOF.

1.1.1.I "Conversion Notice" MEANS A WRITTEN NOTICE OF CONVERSION SUBSTANTIALLY
IN THE FORM ANNEXED HERETO AS EXHIBIT A.

1.1.1.J "Conversion Price" ON ANY DATE OF DETERMINATION MEANS THE APPLICABLE
PRICE FOR THE CONVERSION OF THIS DEBENTURE INTO COMMON SHARES ON SUCH DAY AS SET
FORTH IN SECTION 3.1(A).

1.1.1.K "Debenture" OR "Debentures" MEANS THIS CONVERTIBLE DEBENTURE OF THE
COMPANY OR SUCH OTHER CONVERTIBLE DEBENTURE(S) EXCHANGED THEREFOR AS PROVIDED IN
SECTION 2.1.

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1.1.1.L "Event of Default" HAS THE MEANING SET FORTH IN SECTION 6.1.

1.1.1.M "Holder" MEANS ______________ , ANY SUCCESSOR THERETO, OR ANY PERSON TO
WHOM THIS DEBENTURE IS SUBSEQUENTLY TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS HEREOF.

1.1.1.N "Market Price" PER COMMON SHARE MEANS THE CLOSING BID PRICE OF THE
COMMON SHARES DURING THE FIVE TRADING DAY PRIOR TO ANY CONVERSION NOTICE AS
REPORTED ON THE NASDAQ OTCBB; PROVIDED THAT, IF SUCH SECURITY IS NOT LISTED OR
ADMITTED TO TRADING ON THE NASDAQ OTCBB, AS REPORTED ON THE PRINCIPAL NATIONAL
SECURITY EXCHANGE OR QUOTATION SYSTEM ON WHICH SUCH SECURITY IS QUOTED OR LISTED
OR ADMITTED TO TRADING, OR, IF NOT QUOTED OR LISTED OR ADMITTED TO TRADING ON
ANY NATIONAL SECURITIES EXCHANGE OR QUOTATION SYSTEM, THE LOWEST PRICE OF THE
COMMON SHARES DURING ANY TRADING DAY ON THE OVER-THE-COUNTER MARKET AS REPORTED
BY BLOOMBERG LP OR A SIMILAR GENERALLY ACCEPTED REPORTING SERVICE, AS THE CASE
MAY BE.

1.1.1.O "Maximum Rate" HAS THE MEANING SET FORTH IN SECTION 6.4.

1.1.1.P "Outstanding" WHEN USED WITH REFERENCE TO COMMON SHARES OR CAPITAL
SHARES (COLLECTIVELY, "Shares") MEANS, ON ANY DATE OF DETERMINATION, ALL ISSUED
AND OUTSTANDING SHARES, AND INCLUDES ALL SUCH SHARES ISSUABLE IN RESPECT OF
OUTSTANDING SCRIP OR ANY CERTIFICATES REPRESENTING FRACTIONAL INTERESTS IN SUCH
SHARES; PROVIDED, HOWEVER, THAT ANY SUCH SHARES DIRECTLY OR INDIRECTLY OWNED OR
HELD BY OR FOR THE ACCOUNT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY SHALL
NOT BE DEEMED "Outstanding" FOR PURPOSES HEREOF.

1.1.1.Q "Person" MEANS AN INDIVIDUAL, A CORPORATION, A PARTNERSHIP, AN
ASSOCIATION, A LIMITED LIABILITY COMPANY, AN UNINCORPORATED BUSINESS
ORGANIZATION, A TRUST OR OTHER ENTITY OR ORGANIZATION, AND ANY GOVERNMENT OR
POLITICAL SUBDIVISION OR ANY AGENCY OR INSTRUMENTALITY THEREOF.

1.1.1.R "Principal Amount" MEANS, FOR ANY DATE OF CALCULATION, THE PRINCIPAL SUM
SET FORTH IN THE FIRST PARAGRAPH OF THIS DEBENTURE.

1.1.1.S "SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

1.1.1.T "Securities Act" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
RULES AND REGULATIONS OF THE SEC THEREUNDER, ALL AS IN EFFECT AT THE TIME.

         All references to "cash" or "$" herein means currency of the United
States of America.

                                    ARTICLE 2

                        EXCHANGES, TRANSFER AND REPAYMENT

         SECTION 2.1 REGISTRATION OF TRANSFER OF DEBENTURES. THIS DEBENTURE,
WHEN PRESENTED FOR REGISTRATION OF TRANSFER, SHALL (IF SO REQUIRED BY THE
COMPANY) BE DULY ENDORSED, OR BE ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER
IN FORM REASONABLY SATISFACTORY TO THE COMPANY DULY EXECUTED, BY THE HOLDER DULY
AUTHORIZED IN WRITING.

                                       3

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         SECTION 2.2 LOSS, THEFT, DESTRUCTION OF DEBENTURE. UPON RECEIPT OF
EVIDENCE SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF THIS DEBENTURE AND, IN THE CASE OF ANY SUCH LOSS, THEFT OR
DESTRUCTION, UPON RECEIPT OF INDEMNITY OR SECURITY REASONABLY SATISFACTORY TO
THE COMPANY, OR, IN THE CASE OF ANY SUCH MUTILATION, UPON SURRENDER AND
CANCELLATION OF THIS DEBENTURE, THE COMPANY SHALL MAKE, ISSUE AND DELIVER, IN
LIEU OF SUCH LOST, STOLEN, DESTROYED OR MUTILATED DEBENTURE, A NEW DEBENTURE OF
LIKE TENOR AND UNPAID PRINCIPAL AMOUNT DATED AS OF THE DATE HEREOF. THIS
DEBENTURE SHALL BE HELD AND OWNED UPON THE EXPRESS CONDITION THAT THE PROVISIONS
OF THIS SECTION 2.2 ARE EXCLUSIVE WITH RESPECT TO THE REPLACEMENT OF A
MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURE AND SHALL PRECLUDE ANY AND ALL
OTHER RIGHTS AND REMEDIES NOTWITHSTANDING ANY LAW OR STATUTE EXISTING OR
HEREAFTER ENACTED TO THE CONTRARY WITH RESPECT TO THE REPLACEMENT OF NEGOTIABLE
INSTRUMENTS OR OTHER SECURITIES WITHOUT THE SURRENDER THEREOF.

         SECTION 2.3 WHO DEEMED ABSOLUTE OWNER. THE COMPANY MAY DEEM THE PERSON
IN WHOSE NAME THIS DEBENTURE SHALL BE REGISTERED UPON THE REGISTRY BOOKS OF THE
COMPANY TO BE, AND MAY TREAT IT AS, THE ABSOLUTE OWNER OF THIS DEBENTURE
(WHETHER OR NOT THIS DEBENTURE SHALL BE OVERDUE) FOR THE PURPOSE OF RECEIVING
PAYMENT OF OR ON ACCOUNT OF THE PRINCIPAL AMOUNT OF THIS DEBENTURE, FOR THE
CONVERSION OF THIS DEBENTURE AND FOR ALL OTHER PURPOSES, AND THE COMPANY SHALL
NOT BE AFFECTED BY ANY NOTICE TO THE CONTRARY. ALL SUCH PAYMENTS AND SUCH
CONVERSIONS SHALL BE VALID AND EFFECTUAL TO SATISFY AND DISCHARGE THE LIABILITY
UPON THIS DEBENTURE TO THE EXTENT OF THE SUM OR SUMS SO PAID OR THE CONVERSION
OR CONVERSIONS SO MADE.

         SECTION 2.4 REPAYMENT AT MATURITY. AT THE MATURITY DATE, THE COMPANY
SHALL REPAY THE OUTSTANDING PRINCIPAL AMOUNT OF THIS DEBENTURE IN WHOLE OR IN
PART IN CASH OR COMMON STOCK AT THE DISCRETION OF THE COMPANY, TOGETHER WITH ALL
ACCRUED AND UNPAID INTEREST THEREON, IN CASH OR COMMON STOCK IN THE SOLE AND
ABSOLUTE DISCRETION OF THE COMPANY., TO THE MATURITY DATE OR SHALL CONVERT THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS DEBENTURE AND ACCRUED AND UNPAID INTEREST
THEREON, INTO COMMON STOCK, AS PROVIDED FOR HEREIN.

                                   ARTICLE 3

                            CONVERSION OF DEBENTURE

         SECTION 3.1 CONVERSION; CONVERSION PRICE; VALUATION EVENT. AT THE
OPTION OF THE COMPANY, THIS DEBENTURE MAY BE CONVERTED, EITHER IN WHOLE OR IN
PART, UP TO THE FULL PRINCIPAL AMOUNT HEREOF INTO COMMON SHARES (CALCULATED AS
TO EACH SUCH CONVERSION TO THE NEAREST 1/100TH OF A SHARE), AT ANY TIME AND FROM
TIME TO TIME ON ANY BUSINESS DAY, SUBJECT TO COMPLIANCE WITH SECTION 3.2. THE
NUMBER OF COMMON SHARES INTO WHICH THIS DEBENTURE MAY BE CONVERTED IS EQUAL TO
THE DOLLAR AMOUNT OF THE DEBENTURE BEING CONVERTED DIVIDED BY THE CONVERSION
PRICE. IN ADDITION, THE COMPANY SHALL PAY TO THE HOLDER ON THE CONVERSION DATE,
IN CASH OR COMMON STOCK, ANY ACCRUED AND UNPAID INTEREST ON THE DEBENTURE BEING
CONVERTED AT THE OPTION OF THE COMPANY IN THE CONVERSION. THE "Conversion Price"
SHALL BE EQUAL TO THE LESSER OF $.75 PER SHARE OR 90% OF THE MARKET PRICE. IF
THERE IS NO MARKET PRICE, THE CONVERSION PRICE SHALL BE $.75 PER SHARE.

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         SECTION 3.2 EXERCISE OF CONVERSION PRIVILEGE. (A) CONVERSION OF THIS
DEBENTURE MAY BE EXERCISED ON ANY BUSINESS DAY BY THE COMPANY BY TELECOPYING AN
EXECUTED AND COMPLETED CONVERSION NOTICE TO THE HOLDER (THE "CONVERSION DATE").
THE COMPANY SHALL CONVERT THIS DEBENTURE AND ISSUE THE COMMON STOCK ISSUED AT
CONVERSION IN THE MANNER PROVIDED BELOW IN THIS SECTION 3.2, AND ALL VOTING AND
OTHER RIGHTS ASSOCIATED WITH THE BENEFICIAL OWNERSHIP OF THE COMMON STOCK ISSUED
AT CONVERSION SHALL VEST WITH THE HOLDER, EFFECTIVE AS OF THE CONVERSION DATE AT
THE TIME SPECIFIED IN THE CONVERSION NOTICE. THE CONVERSION NOTICE ALSO SHALL
STATE THE NAME OR NAMES (WITH ADDRESSES) OF THE PERSONS WHO ARE TO BECOME THE
HOLDERS OF THE COMMON STOCK ISSUED AT CONVERSION IN CONNECTION WITH SUCH
CONVERSION. AS PROMPTLY AS PRACTICABLE AFTER THE RECEIPT OF THE CONVERSION
NOTICE , THE HOLDER SHALL DELIVER THE DEBENTURE TO THE COMPANY FOR CANCELLATION.
UPON RECEIPT OF THE DEBENTURE, BUT IN ANY EVENT NOT MORE THAN TWENTY (20)
BUSINESS DAYS AFTER THE COMPANY'S RECEIPT OF THE DEBENTURE, THE COMPANY SHALL
(I) ISSUE THE COMMON STOCK IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 3
AND (II) CAUSE TO BE MAILED FOR DELIVERY BY OVERNIGHT COURIER A CERTIFICATE OR
CERTIFICATE(S) REPRESENTING THE NUMBER OF COMMON SHARES TO WHICH THE HOLDER IS
ENTITLED BY VIRTUE OF SUCH CONVERSION, AND CASH, AS PROVIDED IN SECTION 3.3, IN
RESPECT OF ANY FRACTION OF A COMMON SHARE DELIVERABLE UPON SUCH CONVERSION AND
CASH OR SHARES OF COMMON STOCK, AS APPLICABLE, REPRESENTING THE AMOUNT OF
ACCRUED AND UNPAID INTEREST OR PRINCIPAL ON THIS DEBENTURE AS OF THE CONVERSION
DATE AS DETERMINED BY THE COMPANY. THE CONVERSION NOTICE SHALL CONSTITUTE A
CONTRACT BETWEEN THE HOLDER AND THE COMPANY, WHEREBY THE HOLDER SHALL BE DEEMED
TO SUBSCRIBE FOR THE NUMBER OF COMMON SHARES WHICH IT WILL BE ENTITLED TO
RECEIVE UPON SUCH CONVERSION AND, IN PAYMENT AND SATISFACTION OF SUCH
SUBSCRIPTION TO SURRENDER THIS DEBENTURE AND TO RELEASE THE COMPANY FROM ALL
LIABILITY THEREON (EXCEPT IF AND TO THE EXTENT THAT ANY PRINCIPAL AMOUNT THEREOF
REMAINS UNCONVERTED). NO CASH PAYMENT AGGREGATING LESS THAN $1.00 SHALL BE
REQUIRED TO BE GIVEN UNLESS SPECIFICALLY REQUESTED BY THE HOLDER.

         NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IT IS
AGREED AND UNDERSTOOD THAT ALL CONVERSION DECISIONS WILL BE AT THE SOLE AND
ABSOLUTE DISCRETION OF THE COMPANY AND THAT THE COMPANY SHALL NOT BE REQUIRED TO
ISSUE ANY SHARES OF COMMON STOCK UNTIL DELIVERY OF THE DEBENTURE BY THE HOLDER.

         SECTION 3.3 FRACTIONAL SHARES. NO FRACTIONAL COMMON SHARES OR SCRIP
REPRESENTING FRACTIONAL COMMON SHARES SHALL BE DELIVERED UPON CONVERSION OF THIS
DEBENTURE. INSTEAD OF ANY FRACTIONAL COMMON SHARES WHICH OTHERWISE WOULD BE
DELIVERED UPON CONVERSION OF THIS DEBENTURE, THE COMPANY SHALL PAY A CASH
ADJUSTMENT IN RESPECT OF SUCH FRACTION IN AN AMOUNT EQUAL TO THE SAME FRACTION
MULTIPLIED BY THE CURRENT MARKET PRICE ON THE CONVERSION DATE. NO CASH PAYMENT
OF LESS THAN $1.00 SHALL BE REQUIRED TO BE GIVEN UNLESS SPECIFICALLY REQUESTED
BY THE HOLDER.

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         SECTION 3.4 ADJUSTMENTS. THE CONVERSION PRICE AND THE NUMBER OF SHARES
DELIVERABLE UPON CONVERSION OF THIS DEBENTURE ARE SUBJECT TO ADJUSTMENT FROM
TIME TO TIME AS FOLLOWS:

         RECLASSIFICATION, ETC. IN CASE THE COMPANY SHALL REORGANIZE ITS
CAPITAL, RECLASSIFY ITS CAPITAL STOCK, CONSOLIDATE OR MERGE WITH OR INTO ANOTHER
PERSON (WHERE THE COMPANY IS NOT THE SURVIVOR OR WHERE THERE IS A CHANGE IN OR
DISTRIBUTION WITH RESPECT TO THE COMMON STOCK OF THE COMPANY), SELL, CONVEY,
TRANSFER OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL ITS PROPERTY, ASSETS
OR BUSINESS TO ANOTHER PERSON, OR EFFECTUATE A TRANSACTION OR SERIES OF RELATED
TRANSACTIONS IN WHICH MORE THAN FIFTY PERCENT (50%) OF THE VOTING POWER OF THE
COMPANY IS DISPOSED OF (EACH, A "Fundamental Corporate Change") AND, PURSUANT TO
THE TERMS OF SUCH FUNDAMENTAL CORPORATE CHANGE, SHARES OF COMMON STOCK OF THE
SUCCESSOR OR ACQUIRING CORPORATION, OR ANY CASH, SHARES OF STOCK OR OTHER
SECURITIES OR PROPERTY OF ANY NATURE WHATSOEVER (INCLUDING WARRANTS OR OTHER
SUBSCRIPTION OR PURCHASE RIGHTS) IN ADDITION TO OR IN LIEU OF COMMON STOCK OF
THE SUCCESSOR OR ACQUIRING CORPORATION ("Other Property") ARE TO BE RECEIVED BY
OR DISTRIBUTED TO THE HOLDERS OF COMMON STOCK OF THE COMPANY, THEN THE HOLDER OF
THIS DEBENTURE SHALL HAVE THE RIGHT THEREAFTER, AT THE OPTION OF THE COMPANY TO
(A) REQUIRE THE COMPANY TO PREPAY THIS DEBENTURE FOR CASH TOGETHER WITH ALL
ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF PREPAYMENT, (B) RECEIVE THE
NUMBER OF SHARES OF COMMON STOCK OF THE SUCCESSOR OR ACQUIRING CORPORATION OR OF
THE COMPANY, IF IT IS THE SURVIVING CORPORATION, AND OTHER PROPERTY AS IS
RECEIVABLE UPON OR AS A RESULT OF SUCH FUNDAMENTAL CORPORATE CHANGE BY A HOLDER
OF THE NUMBER OF SHARES OF COMMON STOCK INTO WHICH THE OUTSTANDING PORTION OF
THIS DEBENTURE MAY BE CONVERTED AT THE CONVERSION PRICE APPLICABLE IMMEDIATELY
PRIOR TO SUCH FUNDAMENTAL CORPORATE CHANGE OR (C) REQUIRE THE COMPANY, OR SUCH
SUCCESSOR, RESULTING OR PURCHASING CORPORATION, AS THE CASE MAY BE, TO, WITHOUT
BENEFIT OF ANY ADDITIONAL CONSIDERATION THEREFOR, EXECUTE AND DELIVER TO THE
HOLDER A DEBENTURE WITH SUBSTANTIAL IDENTICAL RIGHTS, PRIVILEGES, POWERS,
RESTRICTIONS AND OTHER TERMS AS THIS DEBENTURE IN AN AMOUNT EQUAL TO THE AMOUNT
OUTSTANDING UNDER THIS DEBENTURE IMMEDIATELY PRIOR TO SUCH FUNDAMENTAL CORPORATE
CHANGE. FOR PURPOSES HEREOF, "common stock of the successor or acquiring
corporation" SHALL INCLUDE STOCK OF SUCH CORPORATION OF ANY CLASS WHICH IS NOT
PREFERRED AS TO DIVIDENDS OR ASSETS OVER ANY OTHER CLASS OF STOCK OF SUCH
CORPORATION AND WHICH IS NOT SUBJECT TO PREPAYMENT AND SHALL ALSO INCLUDE ANY
EVIDENCES OF INDEBTEDNESS, SHARES OF STOCK OR OTHER SECURITIES WHICH ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SUCH STOCK, EITHER IMMEDIATELY OR UPON
THE ARRIVAL OF A SPECIFIED DATE OR THE HAPPENING OF A SPECIFIED EVENT AND ANY
WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR PURCHASE ANY SUCH STOCK. THE
FOREGOING PROVISIONS SHALL SIMILARLY APPLY TO SUCCESSIVE FUNDAMENTAL CORPORATE
CHANGES.

         SECTION 3.5 SURRENDER OF DEBENTURES. UPON ANY REDEMPTION OF THIS
DEBENTURE OR UPON MATURITY, THE HOLDER SHALL EITHER DELIVER THIS DEBENTURE BY
HAND TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES OR SURRENDER THE SAME TO
THE COMPANY AT SUCH ADDRESS BY NATIONALLY RECOGNIZED OVERNIGHT COURIER. PAYMENT
OF THE REDEMPTION PRICE OR THE AMOUNT DUE ON MATURITY, SHALL BE MADE BY THE
COMPANY TO THE HOLDER AGAINST RECEIPT OF THIS DEBENTURE (UNLESS CONVERTED AND
PAID IN COMMON STOCK) BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH
ACCOUNT(S).



                                       6
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                                    ARTICLE 4

                        STATUS; RESTRICTIONS ON TRANSFER

         SECTION 4.1 STATUS OF DEBENTURE. THIS DEBENTURE CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY AND TO
PRINCIPLES OF BANKRUPTCY, INSOLVENCY, REORGANIZATION AND OTHER SIMILAR LAWS OF
GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND REMEDIES
GENERALLY.

         SECTION 4.2 RESTRICTIONS ON TRANSFER. THIS DEBENTURE, AND ANY COMMON
SHARES DELIVERABLE UPON THE CONVERSION HEREOF, HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT. THE HOLDER BY ACCEPTING THIS DEBENTURE AGREES THAT THIS
DEBENTURE AND THE SHARES OF COMMON STOCK TO BE ACQUIRED AS INTEREST ON AND UPON
CONVERSION OF THIS DEBENTURE MAY NOT BE ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
AND UNTIL (I) THE COMPANY HAS RECEIVED THE OPINION OF COUNSEL FOR THE HOLDER
THAT THIS DEBENTURE OR SUCH SHARES MAY BE SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OR (II) A REGISTRATION STATEMENT RELATING
TO THIS DEBENTURE OR SUCH SHARES HAS BEEN FILED BY THE COMPANY AND DECLARED
EFFECTIVE BY THE SEC.

         Each certificate for shares of Common Stock deliverable hereunder shall
bear a legend as follows unless and until such securities have been sold
pursuant to an effective registration statement under the Securities Act:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act"). The securities may not be offered for sale,
                  sold or otherwise transferred except (i) pursuant to an
                  effective registration statement under the Securities Act or
                  (ii) pursuant to an exemption from registration under the
                  Securities Act in respect of which the issuer of this
                  certificate has received an opinion of counsel satisfactory to
                  the issuer of this certificate to such effect. Copies of the
                  agreement covering both the purchase of the securities and
                  restrictions on their transfer may be obtained at no cost by
                  written request made by the holder of record of this
                  certificate to the Secretary of the issuer of this certificate
                  at the principal executive offices of the issuer of this
                  certificate."



                                        7
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                                    ARTICLE V

                                    COVENANTS

         SECTION 5.1 CONVERSION. THE COMPANY SHALL CAUSE THE TRANSFER AGENT, NOT
LATER THAN TEN (10) BUSINESS DAYS AFTER THE COMPANY'S DELIVERY OF A CONVERSION
NOTICE, TO ISSUE AND DELIVER TO THE HOLDER THE REQUISITE SHARES OF COMMON STOCK
ISSUED AT CONVERSION.



         SECTION 5.2 PAYMENT OF OBLIGATIONS. SO LONG AS THIS DEBENTURE SHALL BE
OUTSTANDING, THE COMPANY SHALL PAY, EXTEND, OR DISCHARGE AT OR BEFORE MATURITY,
ALL ITS RESPECTIVE MATERIAL OBLIGATIONS AND LIABILITIES, INCLUDING, WITHOUT
LIMITATION, TAX LIABILITIES, EXCEPT WHERE THE SAME MAY BE CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS.

         SECTION 5.3 COMPLIANCE WITH LAWS. SO LONG AS THIS DEBENTURE SHALL BE
OUTSTANDING, THE COMPANY SHALL COMPLY WITH ALL APPLICABLE LAWS, ORDINANCES,
RULES, REGULATIONS AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES, EXCEPT FOR SUCH
NONCOMPLIANCE WHICH WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
PROPERTIES, PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE) OR RESULTS OF
OPERATIONS OF THE COMPANY AND THE SUBSIDIARIES.

         SECTION 5.4 INSPECTION OF PROPERTY, BOOKS AND RECORDS. SO LONG AS THIS
DEBENTURE SHALL BE OUTSTANDING, THE COMPANY SHALL KEEP PROPER BOOKS OF RECORD
AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ALL
MATERIAL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES
AND SHALL PERMIT REPRESENTATIVES OF THE HOLDER AT THE HOLDER'S EXPENSE TO VISIT
AND INSPECT ANY OF ITS RESPECTIVE PROPERTIES, TO EXAMINE AND MAKE ABSTRACTS FROM
ANY OF ITS RESPECTIVE BOOKS AND RECORDS, NOT REASONABLY DEEMED CONFIDENTIAL BY
THE COMPANY, AND TO DISCUSS ITS RESPECTIVE AFFAIRS, FINANCES AND ACCOUNTS WITH
ITS RESPECTIVE OFFICERS AND INDEPENDENT PUBLIC ACCOUNTANTS, ALL AT SUCH
REASONABLE TIMES AND AS OFTEN AS MAY REASONABLY BE DESIRED.

                                   ARTICLE VI

                                EVENTS OF DEFAULT


SECTION 6.1 Events of Default. "Event of Default" wherever used herein means any
one of the following events:

                    (I) THE COMPANY SHALL DEFAULT IN THE PAYMENT OF PRINCIPAL OF
OR INTEREST ON THIS DEBENTURE AS AND WHEN THE SAME SHALL BE DUE AND PAYABLE AND,
SUCH DEFAULT SHALL CONTINUE FOR TEN (10) BUSINESS DAYS AFTER THE DATE SUCH

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PAYMENT WAS DUE, OR THE COMPANY SHALL FAIL TO PERFORM OR OBSERVE ANY OTHER
COVENANT, AGREEMENT, TERM, PROVISION, UNDERTAKING OR COMMITMENT UNDER THIS
DEBENTURE, AND SUCH DEFAULT SHALL CONTINUE FOR A PERIOD OF TEN (10) BUSINESS
DAYS AFTER THE DELIVERY TO THE COMPANY OF WRITTEN NOTICE THAT THE COMPANY IS IN
DEFAULT HEREUNDER OR THEREUNDER;

                    (II) ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY THE
COMPANY HEREIN, SHALL BE FALSE OR MISLEADING IN A MATERIAL RESPECT ON THE
CLOSING DATE;

                    (III) UNDER THE LAWS OF ANY JURISDICTION NOT OTHERWISE
COVERED BY CLAUSES (IV) AND (V) BELOW, THE COMPANY OR ANY SUBSIDIARY (A) BECOMES
INSOLVENT OR GENERALLY NOT ABLE TO PAY ITS DEBTS AS THEY BECOME DUE, (B) ADMITS
IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY OR MAKES A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (C) INSTITUTES OR HAS INSTITUTED
AGAINST IT ANY PROCEEDING SEEKING (X) TO ADJUDICATE IT A BANKRUPT OR INSOLVENT,
(Y) LIQUIDATION, WINDING-UP, REORGANIZATION, ARRANGEMENT, ADJUSTMENT,
PROTECTION, RELIEF OR COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW RELATING TO
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR RELIEF OF DEBTORS INCLUDING ANY PLAN
OF COMPROMISE OR ARRANGEMENT OR OTHER CORPORATE PROCEEDING INVOLVING OR
AFFECTING ITS CREDITORS OR (Z) THE ENTRY OF AN ORDER FOR RELIEF OR THE
APPOINTMENT OF A RECEIVER, TRUSTEE OR OTHER SIMILAR PERSON FOR IT OR FOR ANY
SUBSTANTIAL PART OF ITS PROPERTIES AND ASSETS, AND IN THE CASE OF ANY SUCH
OFFICIAL PROCEEDING INSTITUTED AGAINST IT (BUT NOT INSTITUTED BY IT), EITHER THE
PROCEEDING REMAINS UNDISMISSED OR UNSTAYED FOR A PERIOD OF SIXTY (60) CALENDAR
DAYS, OR ANY OF THE ACTIONS SOUGHT IN SUCH PROCEEDING (INCLUDING THE ENTRY OF AN
ORDER FOR RELIEF AGAINST IT OR THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN
OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTIES
AND ASSETS) OCCURS OR (D) TAKES ANY CORPORATE ACTION TO AUTHORIZE ANY OF THE
ABOVE ACTIONS;

                    (IV) THE ENTRY OF A DECREE OR ORDER BY A COURT HAVING
JURISDICTION IN THE PREMISES ADJUDGING THE COMPANY OR ANY SUBSIDIARY A BANKRUPT
OR INSOLVENT, OR APPROVING AS PROPERLY FILED A PETITION SEEKING REORGANIZATION,
ARRANGEMENT, ADJUSTMENT OR COMPOSITION OF OR IN RESPECT OF THE COMPANY UNDER THE
BANKRUPTCY CODE OR ANY OTHER APPLICABLE FEDERAL OR STATE LAW, OR APPOINTING A
RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE OR SEQUESTRATOR (OR OTHER SIMILAR
OFFICIAL) OF THE COMPANY OR OF ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING
THE WINDING-UP OR LIQUIDATION OF ITS AFFAIRS, AND ANY SUCH DECREE OR ORDER
CONTINUES AND IS UNSTAYED AND IN EFFECT FOR A PERIOD OF SIXTY (60) CALENDAR
DAYS;

                    (V) THE INSTITUTION BY THE COMPANY OR ANY SUBSIDIARY OF
PROCEEDINGS TO BE ADJUDICATED A BANKRUPT OR INSOLVENT, OR THE CONSENT BY IT TO
THE INSTITUTION OF BANKRUPTCY OR INSOLVENCY PROCEEDINGS AGAINST IT, OR THE
FILING BY IT OF A PETITION OR ANSWER OR CONSENT SEEKING REORGANIZATION OR RELIEF
UNDER THE BANKRUPTCY CODE OR ANY OTHER APPLICABLE FEDERAL OR STATE LAW, OR THE
CONSENT BY IT TO THE FILING OF ANY SUCH PETITION OR TO THE APPOINTMENT OF A
RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE OR SEQUESTRATOR (OR OTHER SIMILAR
OFFICIAL) OF THE COMPANY OR OF ANY SUBSTANTIAL PART OF ITS PROPERTY, OR THE
MAKING BY IT OF AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR THE ADMISSION BY
IT IN WRITING OF ITS INABILITY TO PAY ITS DEBTS GENERALLY AS AND WHEN THEY
BECOME DUE, OR THE TAKING OF CORPORATE ACTION BY THE COMPANY IN FURTHERANCE OF
ANY SUCH ACTION;

                    (VI) A FINAL JUDGMENT OR FINAL JUDGMENTS FOR THE PAYMENT OF
MONEY SHALL HAVE BEEN ENTERED BY ANY COURT OR COURTS OF COMPETENT JURISDICTION
AGAINST THE COMPANY AND REMAINS UNDISCHARGED FOR A PERIOD (DURING WHICH
EXECUTION SHALL BE EFFECTIVELY STAYED) OF THIRTY (30) DAYS, PROVIDED THAT THE
AGGREGATE AMOUNT OF ALL SUCH JUDGMENTS AT ANY TIME OUTSTANDING (TO THE EXTENT
NOT PAID OR TO BE PAID, AS EVIDENCED BY A WRITTEN COMMUNICATION TO THAT EFFECT
FROM THE APPLICABLE INSURER, BY INSURANCE) EXCEEDS ONE HUNDRED THOUSAND DOLLARS
($100,000);


                                       9
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1.1.1.U IT BECOMES UNLAWFUL FOR THE COMPANY TO PERFORM OR COMPLY WITH ITS
OBLIGATIONS UNDER THIS DEBENTURE IN ANY RESPECT;

         SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. IF AN
EVENT OF DEFAULT OCCURS AND IS CONTINUING, THEN AND IN EVERY SUCH CASE THE
HOLDER MAY, BY A NOTICE IN WRITING TO THE COMPANY, DEMAND IMMEDIATE REPAYMENT OF
THE DEBENTURE TOGETHER WITH ACCRUED INTEREST. REPAYMENT MAY BE MADE AT THE
OPTION OF THE COMPANY IN SHARES OF COMMON STOCK OR IN CASH

         SECTION 6.3 MAXIMUM INTEREST RATE. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, IF AT ANY TIME THE APPLICABLE INTEREST RATE AS PROVIDED FOR HEREIN
SHALL EXCEED THE MAXIMUM LAWFUL RATE WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN
OR RECEIVED BY THE HOLDER IN ACCORDANCE WITH ANY APPLICABLE LAW (THE "Maximum
Rate"), THE RATE OF INTEREST APPLICABLE TO THIS DEBENTURE SHALL BE LIMITED TO
THE MAXIMUM RATE. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE
COMPANY HEREBY WAIVES AND AGREES NOT TO ALLEGE OR CLAIM THAT ANY PROVISIONS OF
THIS NOTE COULD GIVE RISE TO OR RESULT IN ANY ACTUAL OR POTENTIAL VIOLATION OF
ANY APPLICABLE USURY LAWS.

         SECTION 6.4 REMEDIES NOT WAIVED. NO COURSE OF DEALING BETWEEN THE
COMPANY AND THE HOLDER OR ANY DELAY IN EXERCISING ANY RIGHTS HEREUNDER SHALL
OPERATE AS A WAIVER BY THE HOLDER.


                                   ARTICLE VII

                                 MISCELLANEOUS

         SECTION 7.1 NOTICE OF CERTAIN EVENTS. IN THE CASE OF THE OCCURRENCE OF
ANY EVENT DESCRIBED IN SECTION 3.4 OF THIS DEBENTURE, THE COMPANY SHALL CAUSE TO
BE MAILED TO THE HOLDER OF THIS DEBENTURE AT ITS LAST ADDRESS AS IT APPEARS IN
THE COMPANY'S SECURITY REGISTRY, AT LEAST TWENTY (20) DAYS PRIOR TO THE
APPLICABLE RECORD, EFFECTIVE OR EXPIRATION DATE HEREINAFTER SPECIFIED (OR, IF
SUCH TWENTY (20) DAYS' NOTICE IS NOT POSSIBLE, AT THE EARLIEST POSSIBLE DATE
PRIOR TO ANY SUCH RECORD, EFFECTIVE OR EXPIRATION DATE), A NOTICE THEREOF,
INCLUDING, IF APPLICABLE, A STATEMENT OF (Y) THE DATE ON WHICH A RECORD IS TO BE
TAKEN FOR THE PURPOSE OF SUCH DIVIDEND, DISTRIBUTION, ISSUANCE OR GRANTING OF
RIGHTS, OPTIONS OR WARRANTS, OR IF A RECORD IS NOT TO BE TAKEN, THE DATE AS OF
WHICH THE HOLDERS OF RECORD OF COMMON STOCK TO BE ENTITLED TO SUCH DIVIDEND,
DISTRIBUTION, ISSUANCE OR GRANTING OF RIGHTS, OPTIONS OR WARRANTS ARE TO BE
DETERMINED OR (Z) THE DATE ON WHICH SUCH RECLASSIFICATION, CONSOLIDATION,
MERGER, SALE, TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP IS EXPECTED TO
BECOME EFFECTIVE, AND THE DATE AS OF WHICH IT IS EXPECTED THAT HOLDERS OF RECORD
OF COMMON STOCK WILL BE ENTITLED TO EXCHANGE THEIR SHARES FOR SECURITIES, CASH
OR OTHER PROPERTY DELIVERABLE UPON SUCH RECLASSIFICATION, CONSOLIDATION, MERGER,
SALE TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP.

                                       10
<PAGE>

         SECTION 7.2 WITHHOLDING. TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE
COMPANY MAY WITHHOLD AMOUNTS FOR OR ON ACCOUNT OF ANY TAXES IMPOSED OR LEVIED BY
OR ON BEHALF OF ANY TAXING AUTHORITY IN THE UNITED STATES HAVING JURISDICTION
OVER THE COMPANY FROM ANY PAYMENTS MADE PURSUANT TO THIS DEBENTURE.

         SECTION 7.3 TRANSMITTAL OF NOTICES. EXCEPT AS MAY BE OTHERWISE PROVIDED
HEREIN, ANY NOTICE OR OTHER COMMUNICATION OR DELIVERY REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY, OR SENT BY
TELECOPIER MACHINE OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, AND
SHALL BE DEEMED GIVEN WHEN SO DELIVERED PERSONALLY, OR BY TELECOPIER MACHINE OR
OVERNIGHT COURIER SERVICE AS FOLLOWS:

                  (1) If to the Company, to:

                           Medical Connections Holdings, Inc.
                           2300 Glades Road
                           Suite 202E
                           Boca Raton, Florida 33431
                           Telephone:       561-353-1039
                           Facsimile:       561-750-9241


                  (2) If to the Holder, to:

                      ________________________

                      ________________________

Each of the Holder or the Company may change the foregoing address by notice
given pursuant to this Section 7.4.

         SECTION 7.4 ATTORNEYS' FEES. SHOULD ANY PARTY HERETO EMPLOY AN ATTORNEY
FOR THE PURPOSE OF ENFORCING OR CONSTRUING THIS DEBENTURE, OR ANY JUDGMENT BASED
ON THIS DEBENTURE, IN ANY LEGAL PROCEEDING WHATSOEVER, INCLUDING INSOLVENCY,
BANKRUPTCY, ARBITRATION, DECLARATORY RELIEF OR OTHER LITIGATION, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECEIVE FROM THE OTHER PARTY OR PARTIES THERETO
REIMBURSEMENT FOR ALL REASONABLE ATTORNEYS' FEES AND ALL REASONABLE COSTS,
INCLUDING BUT NOT LIMITED TO SERVICE OF PROCESS, FILING FEES, COURT AND COURT
REPORTER COSTS, INVESTIGATIVE COSTS, EXPERT WITNESS FEES, AND THE COST OF ANY
BONDS, WHETHER TAXABLE OR NOT, AND THAT SUCH REIMBURSEMENT SHALL BE INCLUDED IN
ANY JUDGMENT OR FINAL ORDER ISSUED IN THAT PROCEEDING. THE "PREVAILING PARTY"
MEANS THE PARTY DETERMINED BY THE COURT TO MOST NEARLY PREVAIL AND NOT
NECESSARILY THE ONE IN WHOSE FAVOR A JUDGMENT IS RENDERED.

                                       11
<PAGE>

         SECTION 7.5 GOVERNING LAW. THIS DEBENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES). WITH RESPECT TO ANY SUIT, ACTION OR
PROCEEDINGS RELATING TO THIS DEBENTURE, THE COMPANY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA SITTING IN PALM
BEACH COUNTY AND HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         SECTION 7.6 Waiver of Jury Trial. To the fullest extent permitted by
law, each of the parties hereto hereby knowingly, voluntarily and intentionally
waives its respective rights to a jury trial of any claim or cause of action
based upon or arising out of this Debenture or any other document or any
dealings between them relating to the subject matter of this Debenture and other
documents. Each party hereto (i) certifies that neither of their respective
representatives, agents or attorneys has represented, expressly or otherwise,
that such party would not, in the event of litigation, seek to enforce the
foregoing waivers and (ii) acknowledges that it has been induced to enter into
this Debenture by, among other things, the mutual waivers and certifications
herein.

         SECTION 7.7 HEADINGS. THE HEADINGS OF THE ARTICLES AND SECTIONS OF THIS
DEBENTURE ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A PART OF THIS
DEBENTURE.

         SECTION 7.8 PAYMENT DATES. WHENEVER ANY PAYMENT HEREUNDER SHALL BE DUE
ON A DAY OTHER THAN A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT
SUCCEEDING BUSINESS DAY.

         SECTION 7.9 BINDING EFFECT. EACH HOLDER BY ACCEPTING THIS DEBENTURE
AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND PROVISIONS OF THIS
DEBENTURE.

         SECTION 7.10 NO STOCKHOLDER RIGHTS. EXCEPT AS OTHERWISE PROVIDED
HEREIN, THIS DEBENTURE SHALL NOT ENTITLE THE HOLDER TO ANY OF THE RIGHTS OF A
STOCKHOLDER OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO VOTE, TO
RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS, OR TO RECEIVE ANY NOTICE OF, OR TO
ATTEND, MEETINGS OF STOCKHOLDERS OR ANY OTHER PROCEEDINGS OF THE COMPANY, UNLESS
AND TO THE EXTENT CONVERTED INTO SHARES OF COMMON STOCK IN ACCORDANCE WITH THE
TERMS HEREOF.

         SECTION 7.11 Facsimile Execution. Facsimile execution shall be deemed
originals.



                                       12
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by its duly authorized officer on the date of this Debenture.

                                              Medical Connections Holdings, Inc.



                                              By:
                                                 -------------------------------

                                              Title:
                                                     ---------------------------


                                              "HOLDER"

                                              Signature:
                                                        ------------------------

                                              Date:
                                                    ----------------------------



                                       13
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