<PAGE>


                                   EXHIBIT "D"

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH, OR
APPROVED OR DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE.  NO SUCH COMMISSION OR
AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THESE
SECURITIES OR THE ACCURACY OR ADEQUACY OF THE PRIVATE PLACEMENT MEMORANDUM DATED
OCTOBER 31, 1996 PURSUANT TO WHICH THESE SECURITIES ARE OFFERED, NOR IS IT
INTENDED THAT THEY WILL.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, OR
TRANSFERRED UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF COUNSEL, IN FORM
AND SUBSTANCE SATISFACTORY TO THE COMPANY TO EFFECT THAT SUCH OFFER, SALE, AND
TRANSFER ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED.

No.  11/96-______                                                $____________

                         RENAISSANCE GOLF PRODUCTS, INC.

                 10% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001

                  DATE OF ISSUANCE:  ___________________, 1996

     RENAISSANCE GOLF PRODUCTS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), for value received,
hereby promises to pay _________________ or registered assigns, the principal
sum of ______________ Dollars ($____________) at the executive offices of the
Company at 5812 Machine Drive, Huntington Beach, California, on November 1,
2001, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, quarterly on March 31, June 30, September 30, and December 31,
commencing on June 30, 1997, until this Debenture is paid in full, on said
principal sum at said office in like coin or currency, at the rate of 10% per
annum for the first 24 months and bearing interest at the prime rate charged by
the Company's bank plus four points therafter to maturity, as more specifically
provided in this Debenture.  This Debenture is one of a duly authorized issue of
Debentures of the Company designated as its 10% Convertible Subordinated
Debentures Due 2001" (herein called the "Debentures"), and limited in aggregate
principal amount to One Million Two Hundred Fifty Thousand Dollars ($1,250,000).


                                   ARTICLE ONE

                                  DEFINITIONS.

     SECTION 1.01. DEFINITIONS.  The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Debenture shall have the respective meanings specified
in this Section 1.01.

     BOARD OF DIRECTORS:  The term "Board of Directors" shall mean the Board of
Directors of the Company or the Executive Committee of such Board.

     BUSINESS DAY:  The term "business day" shall mean a day which in Huntington
Beach, California, is neither a legal holiday nor a day on which banking
institutions are authorized by law to close.

     COMMON STOCK:  The term "Common Stock" shall mean all shares now or
hereafter authorized of the class of Common Stock, par value $.001 per share, of
the Company presently authorized and stock of any other class into which such
shares may hereafter have been changed.


                              Page 1 of  Twenty-two
<PAGE>

     COMPANY:  The term "Company" shall mean RENAISSANCE GOLF PRODUCTS, INC., a
Delaware corporation.

     DEBENTURE OR DEBENTURES; OUTSTANDING:  The terms "Debenture" or
"Debentures" shall mean any Debenture or Debentures, as the case may be,
executed and delivered by the Company in accordance with the offering pursuant
to the terms of the Memorandum, limited in aggregate principal amount to a
maximum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000). The term
"Outstanding", when used with reference to Debentures, shall mean, as of any
particular time, all Debentures except:

          (a) Debentures theretofore canceled or delivered to the Company for
cancellation;

          (b) Debentures, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been set aside and segregated in
trust by the Company, provided that if such Debentures are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as in
Article Three provided;

          (c) Debentures in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered or which shall have been
paid pursuant to the terms of Section 2.04, unless proof satisfactory to the
Company is presented that any of such Debentures are held by persons in whose
hands any of such Debentures are valid, binding, and legal obligations of the
Company; and

          (d) Debentures converted into Common Stock pursuant to Article Eleven.

     DEBENTUREHOLDER:  The terms "Debentureholder", "holder of Debentures", or
other similar terms, shall mean any person in whose name at the time a
particular Debenture is registered on the Debenture register kept for that
purpose in accordance with the terms hereof.

     EVENT OF DEFAULT:  The term "Event of Default" shall mean any event
specified in Section 6.01, continued for the period of time, if any, and after
the giving of the notice, if any, therein designated.

     OFFICERS' CERTIFICATE:  The term "Officers' Certificate" shall mean a
certificate signed by the Chairman of the Board, the President, or any Vice
President and by the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary, or any Assistant Secretary of the Company.
Each such certificate shall include the statements provided for in Section 6.05
if and to the extent required by the provisions of such Section.

     RECORD DATE:  The term "Record Date" as used in Section 2.02 with respect
to any regular interest payment date shall mean the 15th day of the calendar
month preceding such interest payment date.

     REDEMPTION DATE:  The term "Redemption Date", when used with respect to any
Debenture to be redeemed, shall mean the date fixed for such redemption by or
pursuant to this Debenture.

     REDEMPTION PRICE:  The term "Redemption Price", when used with respect to
any Debenture to be redeemed, shall mean the price at which it is to be redeemed
pursuant to this Debenture.

     SENIOR INDEBTEDNESS:  The term "Senior Indebtedness" of the Company and its
Subsidiaries shall mean (i) the principal of and accrued and unpaid interest
(whether or not accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to the Company) on all indebtedness of the Company
and its Subsidiaries, whether outstanding on the date of issuance of this
Debenture or thereafter created, incurred, or assumed, for money borrowed from
one or more banks, insurance companies, financial institutions, or other persons
which regularly engage in lending money, unless such indebtedness shall, in the
instrument creating the same, be specifically designated as not being senior in
right of payment to the Debentures; and (ii) any modifications, renewals,
extensions, deferrals, and refundings of any such indebtedness, liabilities, or
obligations; provided, however, that Senior Indebtedness shall not be deemed to
include any obligation of the Company or any Subsidiary in connection with
extensions of credit by trade creditors and suppliers.


                              Page 2 of  Twenty-two
<PAGE>

     SUBSIDIARY:  The term "Subsidiary" shall mean any corporation of which the
Company, or the Company and one or more Subsidiaries, or any one or more
Subsidiaries, directly or indirectly own voting securities sufficient to entitle
the holders thereof to elect a majority of the directors, either at all times or
so long as there is no default or contingency which permits the holders of any
other class or classes of securities to vote for the election of one or more
directors.


                                   ARTICLE TWO

                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                           AND EXCHANGE OF DEBENTURES.

     SECTION 2.01.  DESIGNATION, AMOUNT, AND ISSUE OF DEBENTURES.  The
Debentures shall be designated as hereinabove set forth.  Debentures offered
pursuant to the Memorandum in the maximum aggregate principal amount of One
Million Two Hundred Fifty Thousand Dollars ($1,250,000), may from time to time
be executed and delivered by the Company in exchange for the payment to the
Company of the aggregate principal amount thereof.  Nothing herein shall limit
the amount of other debentures the Company may issue or debt the Company may
incur.

     SECTION 2.02.  DATE AND DENOMINATION OF DEBENTURES; PAYMENT OF INTEREST.
The Debentures shall be issuable Debentures registered with the Company without
coupons in the minimum denomination of Twelve Thousand Five Hundred Dollars
($12,500) and any integral multiple thereof, and shall be numbered, lettered, or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine.  The Debenture shall
bear interest at the rate of 10% per annum for 24 months from the date of
issuance and thereafter until maturity at the prime rate charged by the
Company's bank plus four points.

     Each Debenture shall be dated the date of its issuance and, except as
otherwise provided in this Section 2.02, shall bear interest, payable quarterly
on March 31, June 30, September 30, and December 31 of each year, from the date
of such Debenture until payment of the principal sum of such Debenture has been
made or duly provided for. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.  The first interest payment date shall be June 30,
1997.

     The person in whose name a Debenture (or any Debenture evidencing the same
debt) was registered at the close of business on any Record Date with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such Debenture
upon any registration of transfer or exchange subsequent to the Record Date and
prior to such interest payment date; provided, however, that if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to the persons in
whose names outstanding Debentures are registered at the close of business on a
subsequent Record Date established by notice given by mail by or on behalf of
the Company to the holders of Debentures not less than 15 days preceding such
subsequent Record Date, such Record Date to be not less than ten days preceding
the date of payment of such defaulted interest.

     In the case of any Debenture which is converted after any Record Date and
on or prior to the next succeeding interest payment date, interest whose stated
maturity is on such interest payment date shall be payable on such interest
payment date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the person in whose name
that Debenture is registered at the close of business on such Record Date.

     The Company may, in its sole discretion, elect to accept less than Twelve
Thousand Five Hundred Dollars ($12,500) as the minimum denomination of
Debentures issuable.


                              Page 3 of  Twenty-two
<PAGE>

     SECTION 2.03.  EXCHANGE AND REGISTRATION OF TRANSFER OF DEBENTURES.
Debentures may be exchanged for a like aggregate principal amount of Debentures
of other authorized denominations.  Debentures to be exchanged shall be
surrendered at the executive office of the Company, and the Company shall
execute, register, and deliver in exchange therefor the Debenture or Debentures
which the Debentureholder making the exchange shall be entitled to receive.

     The Company shall keep a Debenture register in which, subject to such
reasonable regulations as it may prescribe, the Company shall register
Debentures and shall register the transfer of Debentures as in this Article Two.
Such register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.  Upon due presentment for
registration of transfer of any Debenture, the Company shall execute, register,
and deliver in the name of the transferee or transferees a new Debenture or
Debentures for an equal aggregate principal amount.

     All Debentures presented for registration of transfer shall be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company duly executed by, the holder or his
attorney duly authorized in writing.  No service charge shall be made for any
exchange or registration of transfer of Debentures, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

     The Company shall not be required to exchange or register a transfer of (a)
any Debentures for a period of 15 days next preceding any selection of
Debentures to be redeemed, or (b) any Debentures selected, called or being
called for redemption except, in the case of any Debentures to be redeemed in
part, the portion thereof not so to be redeemed.

     SECTION 2.04.  MUTILATED, DESTROYED, LOST, OR STOLEN DEBENTURES.  In case
any temporary or definitive Debenture shall become mutilated or be destroyed,
lost, or stolen, the Company in its discretion may execute, register, and
deliver a new Debenture, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost, or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Company such security
or indemnity as may be required by the Company to save the Company harmless,
and, in every case of destruction, loss, or theft, the applicant shall also
furnish to the Company evidence to its satisfaction of the destruction, loss, or
theft of such Debenture and of the ownership thereof.

     Upon the issuance of any substituted Debenture, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debenture which has matured or is about to mature shall become
mutilated or be destroyed, lost, or stolen, the Company may, but only with the
consent of the holder thereof in the case of a Debenture as to which the right
to convert provided in Section 11.01 shall not have terminated, instead of
issuing a substitute Debenture, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debenture) if the
applicant for such payment shall furnish to the Company such security or
indemnity as may be required by them to save the Company harmless and, in case
of destruction, loss, or theft, evidence satisfactory to the Company of the
destruction, loss, or theft of such Debenture and of the ownership thereof.

     Every substituted Debenture issued pursuant to the provisions of this
Section 2.04 by virtue of the fact that any Debenture is destroyed, lost, or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost, or stolen Debenture shall be found at any
time, equally and proportionately with any and all other Debentures executed and
delivered by the Company.  All Debentures shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen Debentures
and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


                              Page 4 of  Twenty-two
<PAGE>

     SECTION 2.05.  CANCELLATION OF DEBENTURES.  All Debentures surrendered for
the purpose of payment, redemption, exchange, registration of transfer, or
conversion, shall, if surrendered to the Company, be promptly canceled by the
Company, and no Debentures shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Debenture.


                                  ARTICLE THREE

                           REDEMPTION OF DEBENTURES.

     SECTION 3.01.  RIGHT OF REDEMPTION.  The Debentures may be redeemed prior
to maturity without penalty at the option of the Company at any time after the
closing price of the Company's Common Stock is traded at a price in excess of
$1.50 per share for 20 consecutive trading days subject to the right of the
Debentureholder to convert the Debenture into shares of Common Stock as provided
in Article Eleven, at a price equal to the principal amount of the Debentures so
redeemed plus interest accrued to, and not paid on or before, the date fixed for
redemption of such Debentures.

     SECTION 3.02.  SELECTION BY COMPANY OF DEBENTURES TO BE REDEEMED.  In case
of any redemption at the election of the Company of less than all of the
Debentures, the Company shall, at least 30 days prior to the Redemption Date
fixed by the Company, select the particular Debentures to be redeemed from the
Outstanding Debentures not previously called for redemption, by such method as
the Company shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to Twelve Thousand Five Hundred
Dollars ($12,500) or any integral multiple thereof) of the principal amount of
Debentures.

     If any Debenture selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Debenture so selected, the converted portion of such Debenture shall be deemed
(so far as may be) to be the portion selected for redemption.  Debentures which
have been converted during a selection of Debentures to be redeemed shall be
treated as Outstanding for the purpose of such selection.

     SECTION 3.03.  NOTICE OF REDEMPTION.  Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 90
days prior to the Redemption Date, to each holder of Debentures to be redeemed,
at his address appearing in the Debenture register. Notice of redemption of
Debentures to be redeemed at the election of the Company shall be given by the
Company at the expense of the Company.  All notices of redemption shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) if less than all the Outstanding Debentures are to be  redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Debentures to be redeemed;

          (d) that on the Redemption Date the Redemption Price will become due
and payable upon each such Debenture to be redeemed and that interest thereon
will cease to accrue on and after said date;

          (e) the conversion price, the date on which the right to convert the
principal of the Debentures to be redeemed will terminate (which shall be on the
15th day prior to the Redemption Date) and the place or places where such
Debentures may be surrendered for conversion; and


                             Page 5  of  Twenty-two
<PAGE>

          (f) the place or places where such Debentures are to be surrendered
for payment of the Redemption Price.

     SECTION 3.04.  DEPOSIT OF REDEMPTION PRICE.  Prior to any Redemption Date,
the Company shall deposit into a segregated account an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an interest payment date) accrued interest on, all the Debentures which
are to be redeemed on that date other than any Debentures called for redemption
on that date which have been converted prior to the date of such deposit.

     If any Debenture called for redemption is converted, any money deposited
for the redemption of such Debenture shall (subject to any right of the holder
of such Debenture to receive interest as provided in the last paragraph of
Section 2.02) be discharged from such account.

     SECTION 3.05.  DEBENTURES PAYABLE ON REDEMPTION DATE.  Notice of redemption
having been given as aforesaid, the Debentures so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Debentures shall
cease to bear interest. Upon surrender of any such Debenture for redemption in
accordance with said notice, such Debenture shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose stated maturity is on or
prior to the Redemption Date shall be payable to the holders of such Debentures,
registered as such at the close of business on the relevant record dates
according to their terms and the provisions of Section 2.02.

     If any Debenture called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by the Debenture.

     SECTION 3.06.  DEBENTURES REDEEMED IN PART.  Any Debenture which is to be
redeemed only in part shall be surrendered at the executive office of the
Company (with, if the Company so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company duly executed by, the
holder thereof or his attorney duly authorized in writing), and the Company
shall execute, register, and deliver to the holder of such Debenture without
service charge, a new Debenture or Debentures, of any authorized denomination as
requested by such holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Debenture so surrendered.


                                  ARTICLE FOUR

                      PARTICULAR COVENANTS OF THE COMPANY.

     SECTION 4.01.  PAYMENT OF PRINCIPAL AND INTEREST.  The Company covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of and interest on each of the Debentures at the place, at the
respective times and in the manner provided in the Debentures.  The principal of
and interest on the Debentures shall be payable at the executive office of the
Company; provided, however, that interest may be payable, at the option of the
Company, by check mailed to the address of the person entitled thereto as such
address shall appear on the Debenture register.

     SECTION 4.02.  OFFICE FOR TRANSFER, EXCHANGE, CONVERSION, NOTICES AND
PAYMENTS, ETC.  Presentation and demand may be made and notice may be served in
respect of the Debentures at the principal office of the Company.

     SECTION 4.03.  NO INTEREST EXTENSION.  In order to prevent any accumulation
of claims for interest after maturity thereof, the Company will not directly or
indirectly extend or consent to the


                             Page 6  of  Twenty-two
<PAGE>

extension of the time for the payment of any claim for interest on any of the
Debentures and will not directly or indirectly be a party to or approve any such
arrangement by the purchase or funding of said claims for interest or in any
other matter. No claim for interest, the time of payment of which shall have
been so extended or which shall have been so purchased or funded, shall be
entitled in case of an Event of Default to the rights and remedies provided
hereunder except after the prior payment in full of the principal of all the
Debentures and claims for interest not so extended, purchased or funded;
provided, however, that this Section 4.03 shall not apply in any case where an
extension shall be made pursuant to a plan proposed by the Company to the
holders of all the Debentures then outstanding.

     SECTION 4.04.  COMPANY AS PAYING AGENT.  The Company shall act as its own
paying agent, and will, on or before each due date of the principal if any, or
interest on the Debentures, set aside, segregate and hold in trust for the
benefit of the holders of the Debentures a sum sufficient to pay such principal
or interest so becoming due and will notify each holder of any of the Debentures
of any failure to take such action and of any failure by the Company (or by any
other obligor under the Debentures) to make any payment of the principal of or
interest on the Debentures when the same shall become due and payable.  Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 4.04 is subject to the provisions of
Article Twelve.

     SECTION 4.05.  CORPORATE EXISTENCE.  Subject to Article Nine, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

     SECTION 4.06.  DIVIDENDS AND REPURCHASE OF SHARES.  Without the prior
written consent of the holders of record of not less than 60% in principal
amount of the Debentures then outstanding, the Company will not directly or
indirectly, through any of its Subsidiaries or otherwise, pay or declare any
dividends (other than dividends payable in capital stock of the Company) or
apply any of its property or assets to the purchase, redemption or other
retirement of, or set apart any sum for the payment of any dividends on, or for
the purchase, redemption or retirement of, or make any distribution by reduction
of capital or otherwise in respect of, or permit any Subsidiary or the Company
to purchase any shares of, any class of the capital stock of the Company.
However, the Company shall not be precluded from repurchasing any of its shares
of Common Stock pursuant to an obligation to repurchase such shares from the
proceeds of any life insurance policy on the life of an employee, officer or
director of the Company.


                                  ARTICLE FIVE

               DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY.

     SECTION 5.01.  DEBENTUREHOLDERS LISTS.  The Company covenants and agrees
that it will at all times maintain, or cause its transfer agent to maintain, a
list of the names and addresses of the holders of Debentures, in as current a
form as is reasonably practicable.

     SECTION 5.02.  REPORTS BY THE COMPANY.  The Company covenants and agrees to
mail to each registered holder of a Debenture, copies of the annual reports and
other information as are furnished to shareholders of the Company from time to
time.


                             Page 7  of  Twenty-two
<PAGE>

                                   ARTICLE SIX

              REMEDIES OF THE DEBENTUREHOLDERS ON EVENT OF DEFAULT.

     SECTION 6.01.  EVENTS OF DEFAULT.  In case one or more of the following
Events of Default shall have occurred and be continuing:

          (a) default in the payment of any installment of interest upon any of
the Debentures as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

          (b) default in the payment of the principal of any of the Debentures
as and when the same shall become due and payable either at maturity, upon
redemption, by declaration or otherwise; or

          (c) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company contained in
this Debenture for a period of 90 days after the date on which written notice of
such failure, stating that such failure is a "Notice of Default" hereunder and
requiring the same to be remedied, shall have been given to the Company, by
registered mail, by the holders of at least 40% in aggregate principal amount of
the Debentures at the time outstanding; or

          (d) default in the payment of principal or interest on any Senior
Indebtedness, or on any other indebtedness for borrowed money in the aggregate
principal amount of Five Hundred Thousand ($500,000) or more, in either case if
such default shall continue for a period of 30 days; or

          (e) the entry of a decree or order for relief by a court having
jurisdiction in the premises with respect to the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or the appointing of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company or
of all or substantially all of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 120 consecutive days; or

          (f) the institution by the Company of proceedings under Title 11 of
the United States Code or to be adjudged insolvent, or the consent by it to the
institution of bankruptcy or insolvency or other similar proceedings against it
or the consent by it to the entry of an order for relief in an involuntary case
or to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the
Company or of all or substantially all of its property, or the making by it of
an arrangement for the benefit of creditors, or the admission by it in writing
of the failure generally by it to pay its debts as they become due or the taking
of corporate action by the Company in furtherance of any such action; then and
in each and every such case, unless the principal of all of the Debentures shall
have already become due and payable, the holders of not less than 25 in
aggregate principal amount of the Debentures then outstanding hereunder, by
notice in writing to the Company, may declare the principal of this Debenture
and the interest accrued thereon to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything contained in this Debenture to the contrary notwithstanding.  This
provision, however, is subject to the condition that if, at any time after the
principal of the Debentures shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall have paid all
matured installments of interest upon all of the Debentures and the principal of
any and all Debentures which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest to the extent
that payment of such interest is enforceable under applicable law and on such
principal at the rate borne by the Debentures, to the date of such payment or
deposit), and any and all defaults under this Debenture other than the
nonpayment of principal of and accrued interest on Debentures which shall have
become due by acceleration, shall have been cured


                              Page 8 of  Twenty-two
<PAGE>

or shall have been waived in accordance with Section 6.04; then, and in every
such case, the holders of at least 60% in aggregate principal amount of the
Debentures then outstanding, by written notice to the Company, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

     SECTION 6.02.  PROCEEDINGS BY DEBENTUREHOLDER.  In case of an Event of
Default hereunder, the holder of this Debenture shall be entitled to institute
any actions or proceedings at law or in equity for the collection of all sums
due and payable on this Debenture for principal or interest, or both, as the
case may be, with interest upon the overdue principal, and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate borne by the Debentures, and such further
reasonable amount as shall be sufficient to cover the costs and expenses of
collection, including attorneys' fees, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company and collect in the manner provided by law out
of the property of the Company wherever situated the moneys adjudged or decreed
to be payable, it being understood and intended, and being expressly covenanted
by the taker and holder of every Debenture with every other taker and holder
that no one or more holders of Debentures shall have any right in any manner
whatsoever by virtue of or by availing of any provision of the Debentures to
affect, disturb or prejudice the rights of any other holder of such Debentures,
or to obtain or seek to obtain priority over or preference to any other such
holder, or to enforce any right under this Debenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Debentures.  Notwithstanding any other provisions in this  Debenture, the right
of any holder of any Debenture to receive payment of the principal of and
interest on such Debenture, on or after the respective due dates expressed in
such Debenture, and to convert such Debenture in accordance with the provisions
hereof or to institute suit for the enforcement of any such payment on or after
such respective dates or to compel conversion shall not be impaired or affected
without the consent of such holder.

     SECTION 6.03.  REMEDIES CUMULATIVE AND CONTINUING.  Except as provided in
Section 6.02, all powers and remedies given by this Article Six to the
Debentureholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any thereof or of any other powers and remedies available to
the holders of the Debentures, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Debenture, and no delay or omission of any holder of any of the Debentures to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.02, every power and remedy given by this Article Six or
by law to the Debentureholders may be exercised from time to time, and as often
as shall be deemed expedient, by any of the Debentureholders.

     SECTION 6.04.  WAIVER OF DEFAULTS BY DEBENTUREHOLDERS.  The holders of 60%
in aggregate principal amount of the Debentures at the time outstanding may on
behalf of the holders of all of the Debentures waive any past default or Event
of Default hereunder and its consequences except a default in the payment of
interest on, or the principal of, the Debentures or a default in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the holder of each Debenture affected.  Upon any such waiver the
Company and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.  Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 6.04, said Event of Default shall
for all purposes of the Debentures be deemed to have been cured and to be not
continuing.

     SECTION 6.05.  UNDERTAKING TO PAY COSTS.  Each holder of any Debenture by
his acceptance thereof shall be deemed to have agreed that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
the Debentures, the filing by any party litigant in such suit of


                              Page 9 of  Twenty-two
<PAGE>

an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.05 shall not apply to any suit instituted by any
Debentureholder, or group of Debentureholders, holding in the aggregate more
than 20% in principal amount of the Debentures outstanding, or to any suit
instituted by any Debentureholder for the enforcement of the payment of the
principal or interest on any Debenture against the Company on or after the due
date expressed in such Debenture.

                                  ARTICLE SEVEN

                        CONCERNING THE DEBENTUREHOLDERS.

     SECTION 7.01.  ACTION BY DEBENTUREHOLDERS.  Whenever in this Debenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Debentures voting in favor thereof at any meeting
of Debentureholders duly called and held in accordance with the provisions of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders.

     SECTION 7.02.  PROOF OF EXECUTION BY DEBENTUREHOLDERS.  Subject to the
provisions of Section 8.04, proof of the execution of any instrument by a
Debentureholder or his agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Company
or in such manner as shall be satisfactory to the Company.  The ownership of
Debentures shall be proved by the Debenture register. The record of any
Debentureholders' meeting shall be proved in the manner provided in Section
8.05.

     SECTION 7.03.  WHO ARE DEEMED ABSOLUTE OWNERS.  The Company deem the person
in whose name such Debenture shall be registered upon the Debenture register to
be, and may treat him as, the absolute owner of such Debenture (whether or not
such Debenture shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Company) for the purpose of
receiving payment of or on account of the principal and (subject to Section
2.02) interest on such Debenture and for all other purposes; and the Company
shall not be affected by any notice to the contrary.  All such payments so made
to any holder for the time being or upon his order shall be valid and to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debenture.

     SECTION 7.04.  COMPANY-OWNED DEBENTURES DISREGARDED.  In determining
whether the holders of the requisite aggregate principal amount of Debentures
have concurred in any direction or consent under the Debentures, Debentures
which are owned by the Company or any other obligor on the Debentures or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Debentures
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination.  Debentures so owned which have been pledged in good faith
may be regarded as outstanding for the purposes of this Section 7.04 if the
pledgee shall establish to the satisfaction of the Company the pledgee's right
to vote such Debentures and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Company based upon the advice of counsel
shall be full protection to the Company.


                             Page 10 of  Twenty-two
<PAGE>

     SECTION 7.05.  REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.  At any time
prior to (but not after) the taking of any action by the holders of the
percentage in aggregate principal amount of the Debentures specified herein in
connection with such action, any holder of a Debenture which is shown by the
evidence to be included in the Debentures the holders of which have consented to
or are bound by consents to such action may, by filing written notice with the
Company at its principal office and upon proof of holding as provided in Section
7.02, revoke such action so far as concerns such Debenture.  Except as
aforesaid, any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture and of any Debenture issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Debenture.

     SECTION 7.06.  WAIVER OF PROVISIONS OF DEBENTURES.  Any and all provisions,
covenants, conditions, or restrictions relating to the Debentures may be waived
by the affirmative vote, at a meeting duly held in accordance with Article Eight
hereof, or by written consent obtained by the Company, of the holders of 60% of
the aggregate principal amount of the Debentures registered and outstanding as
of the date of such meeting or the date on which such consent is requested in
writing.


                                  ARTICLE EIGHT

                           DEBENTUREHOLDERS' MEETINGS.

     SECTION 8.01.  PURPOSES OF MEETINGS.  A meeting of Debentureholders may be
called at any time and from time to time pursuant to the provisions of this
Article Eight to give any notice to the Company, or to give any directions to
the Company, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by
Debentureholders pursuant to any of the provisions of Article Six, and to take
any other action authorized to be taken by or on behalf of the holders of any
specified aggregate principal amount of the Debentures under any other provision
of this Debenture or under applicable law.

     SECTION 8.02.  CALL OF MEETINGS BY THE COMPANY OR DEBENTUREHOLDERS.  The
Company, pursuant to a resolution of its Board of Directors, or the holders of
at least 10% in aggregate principal amount of the Debentures then outstanding,
shall be entitled to call a meeting of Debentureholders, by the giving of notice
thereof in writing, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, which shall be
mailed to holders of Debentures at their addresses as they shall appear on the
Debenture register. Such notice shall be mailed not less than 20 nor more than
90 days prior to the date fixed for the meeting.

     SECTION 8.03.  QUALIFICATIONS FOR VOTING.  To be entitled to vote at any
meeting of Debentureholders a person shall (i) be a holder of one or more
Debentures, or (ii) be a person appointed by an instrument in writing as proxy
by a holder of one or more Debentures.  The only persons who shall be entitled
to be present or to speak at any meeting of Debentureholders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Company and its counsel.

     SECTION 8.04.  REGULATIONS.  Notwithstanding any other provisions of this
Debenture, the Company may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.


                             Page 11 of  Twenty-two
<PAGE>

     The Company or the Debentureholders calling the meeting, as the case may
be, shall appoint a temporary chairman for the meeting.  A permanent chairman
and a secretary of the meeting shall be elected by majority vote of the meeting.


     At any meeting each Debentureholder or proxy shall be entitled to one vote
for each $1,000 of principal amount of Debentures held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Debenture challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding.  The chairman of the meeting shall have no
right to vote other than by virtue of Debentures held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Debentureholders.  Any meeting of Debentureholders duly called pursuant to
the provisions of Section 8.02 may be adjourned from time to time by a majority
vote of the meeting, whether or not constituting a quorum, and the meeting may
be held as so adjourned without further notice.

     SECTION 8.05.  VOTING.  The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballots on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the principal amount of the Debentures voted. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting.  A record in duplicate of
the proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02.

     The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company to be preserved by the Company.  Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

     SECTION 8.06.  NO DELAY OF RIGHTS BY MEETING.  Nothing in this Article
Eight contained shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Debentureholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the
Debentureholders under any of the provisions of the Debentures.


                                  ARTICLE NINE

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

     SECTION 9.01.  COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.  Nothing
contained in any of the Debentures shall prevent (i) any consolidation or merger
of the Company with or into any other corporation or corporations (whether or
not affiliated with the Company), or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties,
provided that the corporation or successive acquiring corporations shall have a
class of equity securities registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and that the Debentures shall thereafter be
convertible into such class of equity securities, or (ii) any sale, or
conveyance of assets not exceeding 10% of the consolidated net tangible assets
of the Company, the assumption of otherwise prohibited liens or sale and
leaseback of assets owned by the Company as of the date of this Debenture, or,
provided that the aggregate amount of the otherwise prohibited liens and the
present value of the sale and leaseback transactions does not exceed 25% of the
consolidated net tangible assets of the Company, to any other corporation
(whether or not affiliated with the Company) authorized to


                              Page 12 of Twenty-two
<PAGE>

acquire and operate the same; provided, however, that in the event of a sale or
conveyance of assets the Company hereby covenants and agrees that upon any such
sale or conveyance, and upon any such merger or consolidation in which the
Company is not the surviving corporation, the due and punctual payment of the
principal and interest on all of the Debentures, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of the Debentures to be performed by the Company, shall be expressly
assumed by the corporation (if other than the Company) formed by such
consolidation, or into which the Company shall have been merged, or by the
corporation which shall have acquired such property, and immediately after such
consolidation, merger, or acquisition, the Company, its Subsidiaries, or such
successor corporation, as the case may be, shall not be or become in violation
of any of the terms, covenants or conditions of the Debentures.  In case of any
such consolidation, merger, sale, or conveyance, changes in phraseology and form
(but not in substance) may be made in the Debentures thereafter to be issued as
may be appropriate.


                                   ARTICLE TEN

        IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS.

     SECTION 10.01. DEBENTURES SOLELY CORPORATE OBLIGATIONS.  No recourse for
the payment of the principal of or interest on any Debenture, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in any Debenture, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through 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; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the issue of the Debentures.


                                 ARTICLE ELEVEN

                            CONVERSION OF DEBENTURES.

     SECTION 11.01. CONVERSION PRIVILEGE.  The Debentures are subject to
conversion as follows:

          (a)  Voluntary Conversion.  Subject to and upon compliance with the
provisions of this Article Eleven, at the option of the holder thereof, any
Debenture may, at any time on or prior to the close of business on the maturity
date, or in case such Debenture or portion thereof shall have been called for
redemption prior to such date, then in respect of such Debenture or portion
thereof until and including, but (unless the Company shall default in payment
due upon the redemption thereof) not after, the close of business on the 15th
day prior to such Redemption Date, be converted into duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.
The number of shares of Common Stock issuable upon conversion shall be equal to
the principal amount of such Debenture, or such portion thereof, divided by the
conversion price (determined as hereinafter provided) in effect at the time of
conversion and rounded to the nearest one-hundredth of a share.  The price at
which shares of Common Stock shall be delivered upon conversion (herein called
the "conversion price") shall be $.50 per share of Common Stock.  The Company
may at any time reduce the conversion price by any amount.

          (b)  Involuntary Conversion.  The Company may force conversion of the
Debentures at any time after the closing price of the Company's Common Stock is
traded at a price in excess of $1.50 per share for 20 consecutive trading days,
subject to the right of the Debentureholder to convert the Debenture into shares
of Common Stock as provided in Article Eleven, at a price equal to the principal


                              Page 13 of Twenty-two
<PAGE>

amount of the Debentures so redeemed plus interest accrued to, and not paid on
or before, the date fixed for the involuntary conversion of such Debentures.

     SECTION 11.02. MANNER OF EXERCISE OF CONVERSION PRIVILEGE.  In order to
exercise the conversion privilege, the holder of any Debenture to be converted
shall surrender such Debenture during regular business hours to the executive
office of the Company in accordance with Section 4.02, accompanied by written
notice to the Company at said office that the holder elects to convert such
Debenture or, if less than the entire principal amount of the Debenture is to be
converted, the portion thereof to be converted.  Such notice shall also state
the name or names (with address and tax identification number) in which the
certificate or certificates for shares of Common Stock issuable upon such
conversion shall be issued. Debentures surrendered for conversion shall be
accompanied by proper assignments thereof to the Company or in blank for
transfer. As promptly as practicable after the receipt of such notice and the
surrender of such Debenture as aforesaid, but subject to Section 11.03, the
Company shall deliver or cause to be delivered at said office or agency to such
holder, or on his written order, a certificate or certificates for the number of
full shares of Common Stock  issuable upon the conversion of such Debenture (or
specified portion thereof) and provision shall be made in respect of any
fractional interest as provided in Section 11.03. Such conversion shall be
deemed to have been effected immediately prior to the close of business on the
date on which such notice shall have been received by the Company and such
Debenture shall have been surrendered as aforesaid, and at such time the rights
of the holder of such Debenture as such holder shall cease and the person or
persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become the holder or holders of record of the shares represented thereby.

     Subject to the requirement for a payment provided in Section 2.02 in the
event of conversion after the close of business on the record date preceding an
interest payment date, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Debentures delivered for
conversion or on account of any dividends on the shares of Common Stock issued
upon such conversion.

     In case any Debenture is converted in part only, upon such conversion the
Company shall execute, register and deliver to the holder thereof, at the
expense of the Company, a new Debenture or Debentures of authorized
denominations in principal amount equal to the unconverted portion of such
Debenture.

     SECTION 11.03. CASH ADJUSTMENT UPON CONVERSION.  No fractional shares of
Common Stock shall be issued upon conversions of Debentures. If more than one
Debenture shall be surrendered for conversion at one time by the same holder,
the number of full shares which shall be issuable upon conversion thereof shall
be computed on the basis of the aggregate principal amount of the Debentures (or
specified portions thereof to the extent permitted hereby) so surrendered.
Instead of any fractional share of Common Stock which would otherwise be
issuable upon conversion of any Debenture or Debentures or specified portions
thereof, the Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the closing bid price of the Common
Stock as reported by NASDAQ, or the last sale price if the Common Stock is then
traded on a national securities exchange, at the close of business on the
business day which next precedes the day of conversion.

     SECTION 11.04. NO ADJUSTMENT OF CONVERSION PRICE.  The conversion price
shall not be subject to manditory adjustment under any circumstances:

     SECTION 11.05. COMPANY TO GIVE NOTICE OF CERTAIN EVENTS.   In case:

          (a) the Company shall authorize the distribution to all holders of its
Common Stock of evidence of its indebtedness or assets (other than dividends or
other distributions paid out of earned surplus); or


                              Page 14 of Twenty-two
<PAGE>

          (b) the Company shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or

          (c) of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding shares of Common Stock), or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all the assets of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;  then the Company shall cause to be filed at the
office or agency maintained for the purpose of conversion of Debentures pursuant
to Section 4.02, and shall cause to be mailed, first class postage prepaid, to
the holders of Debentures at their last addresses as they shall appear upon the
Debenture register provided for in Section 5.01, at least 20 days (or 10 days in
any case specified in clause (a) or (b) above) prior to the applicable record
date hereinafter specified, a notice stating (i) the date on which a record is
to be taken for the purpose of such distribution or rights, or, if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such distribution or rights are to be determined, or (ii) 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 Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

     SECTION 11.06. RESERVATION OF COMMON STOCK.  The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Stock, for the purpose of effecting the conversion of
Debentures, the full number of shares of Common Stock then issuable upon the
conversion of all Outstanding Debentures. For the purpose of this Section 11.06,
the full number of shares of Common Stock issuable upon the conversion of all
Outstanding Debentures shall be computed as if at the time of computation of
such number of shares of Common Stock all Outstanding Debentures were held by a
single holder. The Company covenants and agrees that, if any shares of Common
Stock required to be reserved for issuance upon conversion of Debentures
hereunder require registration with or approval of any governmental authority
under any Federal or State law, before such shares may be issued upon such
conversions, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares to be so registered or approved.

     SECTION 11.07. TAXES ON CONVERSIONS.  The Company will pay any and all
documentary or transfer taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Debentures pursuant hereto.
The Company shall not, however, be required to pay any such tax which may be
payable in respect of any transfer involved in the issue or transfer and
delivery of shares of Common Stock in a name other than that of the holder of
the Debenture or Debentures to be converted, and no such issue or delivery shall
be made unless and until the person requesting such issue has paid to the
Company the amount of any such tax or has established to the satisfaction of the
Company that such tax has been paid.

     SECTION 11.08. ABSENCE OF PREEMPTIVE RIGHTS.  The Company covenants that
all authorized but unissued shares of Common Stock which may at any time be
reserved pursuant to Section 11.06 for issuance upon conversions of Debentures
will be free from preemptive rights and duly and validly authorized for issuance
upon such conversions; and that all shares of Common Stock which may at any time
be issued upon conversions of Debentures in accordance with the terms of this
Debenture will upon such issuance be free from preemptive rights, duly and
validly authorized and issued, fully paid and non-assessable.

     SECTION 11.9.  DEBENTURES CONVERTED.  All Debentures delivered for
conversion shall be delivered to the Company to be canceled by or at the
direction of the Company, who shall dispose of the same as provided in Section
2.05.


                              Page 15 of Twenty-two
<PAGE>

                                 ARTICLE TWELVE

                          SUBORDINATION OF DEBENTURES.

     SECTION 12.01. AGREEMENT TO SUBORDINATE.  The Company covenants and agrees,
and each holder of Debentures, by his acceptance thereof, likewise covenants and
agrees, that the indebtedness evidenced by the Debentures and the payment of the
principal thereof and interest thereon shall be subordinate and subject in right
of payment, to the extent and in the manner hereinafter set forth, to the prior
payment in full of all Senior Indebtedness.

     SECTION 12.02. NO PAYMENT ON DEBENTURES IN EVENT OF DEFAULT ON SENIOR
INDEBTEDNESS.  The Company shall not make any payment on account of the
principal of or interest on the Debentures if, at the time thereof or
immediately after giving effect thereto, there exists (and has not been waived)
any default in the payment of principal of or interest on any Senior
Indebtedness or any event of default with respect to any Senior Indebtedness as
defined therein (after giving effect to any grace period provided for therein)
or in any agreement pursuant to which any Senior Indebtedness is issued and the
default is the subject of a judicial proceeding or the Company receives notice
of the default as provided in this Debenture or from any holder of Senior
Indebtedness or any trustee therefor; provided, however, that, in the event the
Debentures have been declared due and payable pursuant to Section 6.01, the
provisions of the next succeeding paragraph of this Section 12.02 shall be
applicable.

     In the event that any Event of Default as defined in Section 6.01 shall
occur (under such circumstances that the provisions of Section 12.03 are not
applicable) and as a result the Debentures then Outstanding are declared due
and payable pursuant to Section 6.01, and such declaration shall not have been
rescinded or annulled, the Company shall not make any payment on account of the
principal of or interest on any Debentures, unless at least 90 days shall have
elapsed after said declaration and unless all principal of and interest on
Senior Indebtedness due at the time of such payment (whether by acceleration of
the maturity thereof or otherwise) shall first be paid in full.

     SECTION 12.03. DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND REORGANIZATION.
In the event of any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary and whether in
bankruptcy, insolvency or receivership proceedings, or upon an assignment for
the benefit of  creditors or any other marshaling of the assets and liabilities
of the Company, or upon other proceedings:

          (a) all principal, and interest due on all Senior Indebtedness shall
first be paid in full, or due provision made for such payment, in accordance
with the terms of such Senior Indebtedness, before any payment is made on
account of the principal of or interest on the indebtedness evidenced by the
Debentures, or before the holders of the Debentures shall be entitled to retain
any assets so paid or distributed in respect thereof; and

          (b) any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment, which are in any such case subordinated to Senior Indebtedness to
the same extent as the Debentures), to which the holders of the Debentures would
be entitled except for the provisions of this Section 12.03, shall be paid or
delivered by the Company or any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution directly to
the holders of Senior Indebtedness (pro rata to each such holder on the basis of
the respective amount of Senior Indebtedness held by such holder) or their
representative or representatives or the trustee or trustees under any indenture
pursuant to which any instruments evidencing any Senior Indebtedness may


                              Page 16 of Twenty-two
<PAGE>

have been issued, as their respective interests may appear, for application to
the payment of all Senior Indebtedness remaining unpaid to the extent necessary
to pay all Senior Indebtedness in full in accordance with the terms of such
Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the Debentures.

     The Company shall give prompt written notice to the Debentureholders of any
dissolution, winding up, liquidation or reorganization of the Company within the
meaning of Section 12.03.

     SECTION 12.04. PAYMENT TO HOLDERS OF SENIOR INDEBTEDNESS.  Subject to the
provisions of Section 12.06, in the event that, notwithstanding the provisions
of Section 12.02 or Section 12.03, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities shall be received by the holders of the Debentures (i) from the
Company in violation of such provisions, or (ii) from any other person under
such circumstances that such payment would, if made directly by the Company, be
in violation of such provisions, such payment or distribution shall immediately
be paid over by such holders to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts then due on
account of the principal of and interest on such Senior Indebtedness (after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness), to the extent necessary to pay in full all such amounts
then due.

     Upon any payment or distribution of assets or securities of the Company
referred to in Sections 12.02 and 12.03, the holders of the Debentures shall be
entitled to rely upon any order or decree of a court of competent jurisdiction,
or upon any certificate of any liquidating trustee or agent or other person
making any payment or distribution to the holders of the Debentures, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness, the amount thereof or
payment thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Twelve.

     SECTION 12.05. SUBROGATION.  Subject to the payment in full of all amounts
then due (whether by acceleration of the maturity thereof or otherwise) on
account of the principal of and interest on all Senior Indebtedness at the time
outstanding, the holders of the Debentures shall be subrogated to the rights of
each holder of Senior Indebtedness (to the extent of the payments or
distributions made to such holder pursuant to the provisions of Sections 12.02,
12.03, and 12.04) to receive payments or distributions of assets or securities
of the Company applicable to the Senior Indebtedness until the Debentures shall
be paid in full, and each holder of Senior Indebtedness by the act of accepting
such payments or distributions pursuant to the provisions of Sections 12.02,
12.03 and 12.04 shall be deemed to have agreed to the subrogation aforesaid. No
payments or distributions of assets or securities of the Company applicable to
Senior Indebtedness which the holders of the Debentures receive by reason of
their being subrogated to the rights of the holders of such Senior Indebtedness
pursuant to the provisions of Sections 12.02, 12.03 and 12.04 shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the holders of the Debentures, be deemed to be a payment by the Company on
account of the Debentures, it being understood that the provisions of this
Article Twelve are intended solely for the purpose of defining the relative
rights of the holders of the Debentures, on the one hand, and the holders of the
Senior Indebtedness on the other hand, and nothing contained in this Article
Twelve or elsewhere in the Debentures, is intended to or shall impair, as
between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Debentures, the obligation of the Company,
which is absolute and unconditional, to pay to the holders of the Debentures the
principal of and interest on the Debentures, as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the holders of the Debentures and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the holder of any Debentures from exercising all remedies
otherwise permitted by applicable law upon default under this Debenture, subject
to the rights, if any, under this Article


                              Page 17 of Twenty-two
<PAGE>

Twelve of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

     SECTION 12.06. PAYMENTS ON DEBENTURES PERMITTED.  Nothing contained in this
Article Twelve or elsewhere in any of the Debentures, shall prevent the Company
from making payment of the principal of or interest on the Debentures at any
time, except under the conditions described in Section 12.02 and except during
the pendency of any dissolution, winding up, liquidation or reorganization of
the Company within the meaning of Section 12.03. Nothing contained in this
Article Twelve or elsewhere in any of the Debentures, shall prevent the
application by the Company of any moneys held hereunder for the purpose of
payment of or on account of the principal of or interest on the Debentures,
unless, prior to the business day next preceding the date upon which such
principal shall have become payable, or, in the case of any payment on account
of interest unless, prior to two business days before the date upon which such
interest shall have become payable, the Company shall have received written
notice, directed to it at its principal office, from any holder of Senior
Indebtedness or any trustee therefor of the existence of any of the conditions
described in Section 12.02 or of any dissolution, winding up, liquidation or
reorganization of the Company within the meaning of Section 12.03.

     SECTION 12.07. AUTHORIZATION OF HOLDERS TO COMPANY TO EFFECT SUBORDINATION.
Each holder of Debentures by his acceptance thereof authorizes and directs the
Company in his behalf to take such action as may be necessary or appropriate to
effectuate, as between the holders of the Debentures and the holders of Senior
Indebtedness, the subordination provided in this Article Twelve and appoints the
Company his attorney-in-fact for any and all such purposes.


                                ARTICLE THIRTEEN

                              REGISTRATION RIGHTS.

     SECTION 13.01. INCIDENTAL REGISTRATION.

          (a)  If, at any time prior to the maturity of the Debentures, the
Company shall determine to register under the Securities Act any shares of its
Common Stock to be offered for cash by it or others, pursuant to a registration
statement on Form SB-2 or Form S-1 (or their equivalent if either of such forms
is not in effect or on an alternative form if such alternative form is then
authorized for the sale to the general public of the Company's securities), the
Company will (i) promptly give written notice of its intention to file such
registration statement to the holders of the Debentures and each holder of
Common Stock, if any, which has been issued upon conversion of any of the
Debentures (collectively, the "Holders"), and (ii) subject to the provisions of
subsections (b) and (c), below, include among the shares covered by the
registration statement such portion of the shares of Common Stock issued or
issuable upon the conversion of any of the Debentures (the "Shares") as shall be
specified in a written request given to the Company by the Holders within 30
days after the date on which the Company gave such written notice.

          (b)  Upon receipt of any written request described in Section 13.01(a)
above, but subject to the provisions hereof and of Section 13.01(c) below, the
Company shall:

               (i) use its best efforts within reason to effect the
registration, qualification or compliance under the Securities Act and under
other applicable federal law and any applicable securities or "blue sky" laws of
jurisdictions within the United States of the Shares specified in the request
(the Holders and any other holders of the Company's Common Stock who are
entitled hereunder or otherwise to request registration of any shares of the
Company's Common Stock are in this Section 13.01 individually called a "Selling
Shareholder" and collectively, the "Selling Shareholders"); provided, however,
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not so qualified or to take any action that would
subject it to tax


                              Page 18 of Twenty-two
<PAGE>

or the service of process (other than process in connection with such
registration) in any jurisdiction where it is not subject thereto, nor shall the
Company be required to include the Shares among the securities covered by the
registration statement if (A) less than 50% of the Holders have joined in such
request and the requests of the Holders cover shares of the Company's Common
Stock issued or issuable upon conversion of the Debentures having an aggregate
value of less than One Million Dollars ($1,000,000), based upon the offering
price of the Company's Common Stock, for the 10 consecutive days immediately
preceding the date on which the notice specified by Section 13(a)(i) above is
given; or (B) the Board of Directors of the Company determines in good faith
that including shares of Common Stock held by any Selling Shareholder among the
securities covered by the registration statement would have a materially
detrimental effect on the proposed offering and would therefore not be in the
best interests of the Company;

               (ii) furnish each Selling Shareholder such number of copies of
the prospectus contained in the registration statement filed under the
Securities Act (including each preliminary prospectus) in conformity with the
requirements of the Securities Act, and such other documents as the Selling
Shareholders may reasonably request in order to facilitate the disposition of
the Common Stock held by them which is covered by the registration statement;
and

               (iii) notify each Selling Shareholder, at any time when a
prospectus relating to such Common Stock is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus in the registration statement, as then in effect, includes an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
at the request of the Selling Shareholders prepare and furnish to them any
reasonable number of copies of any supplement to or amendment of such prospectus
as may be necessary so that, as thereafter delivered, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

          (c)  The Company alone shall determine and control all decisions
concerning any registration of the Company's securities which might give rise to
the registration rights granted hereunder, including any registration in which
Shares of any Selling Shareholder are to be included.  The Corporation's
exclusive right to make decisions shall include, without limitation, the
decision as to whether to use underwriters, the selection of underwriters and
arrangements therewith, the size, timing and other terms of any offering, the
provisions of the registration statements and prospectuses and all supplements
and amendments thereto, the selection of accountants and attorneys for the
Company, and the states in which the sale of shares shall occur and be
registered or qualified for sale.

     If the offering registered by the Company is to be underwritten, each
Selling Shareholder shall sell all shares of Common Stock included in the
registration statement to or through the underwriter or underwriters selected by
the Company on the same terms and conditions provided in any underwriting
agreement entered into therewith by the Company, and shall complete and execute
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
Notwithstanding anything to the contrary hereunder, if the underwriter or
underwriters selected by the Company reasonably determine that all or any
portion of the shares of Common Stock held by the Selling Shareholders should
not be included in the registration statement, the determination of the
underwriter or underwriters shall be conclusive; provided, however,  that if
such underwriter or underwriters determine that some but not all of the shares
of Common Stock of the Selling Shareholders shall be included in the
registration statement, the number of shares owned by each Selling Shareholder
to be included in the registration statement will be proportionately reduced in
accordance with their respective aggregate holdings of Common Stock.  In no
event shall the Company be required to reduce or limit the number of newly to be
issued shares of its Common Stock to be covered by any registration statement
for the purpose of permitting the Shares of any Selling Shareholder to be
included in the registration.


                              Page 19 of Twenty-two
<PAGE>

          (d)  The Company shall not be obligated to give notice of or include
Shares held by any subscriber hereunder in more than two registration statements
to be filed by the Company, exclusive of (i) any registration statement as to
which a request for inclusion has been rejected in full under subsection
13.01(b) or as to Shares requested to be registered under subsection 13.01(c)
hereof, (ii) registration statements filed on Form S-3 if such Form is then
available to the Company for the registration of Common Stock to be offered to
the public for cash, and (iii) a registration effected as provided in Section
13.02 below.

          SECTION 13.02. INDEMNIFICATION.

          (a)  In connection with any registration in which a Selling
Shareholder is participating, each such Selling Shareholder shall furnish to the
Company such information in writing regarding the Selling Shareholder as the
Company reasonably requests for inclusion in the registration statement,
prospectus, offering circular and other documents filed in connection therewith,
and shall state that such information is provided specifically for use in the
registration statement, prospectus, offering circular or other documents.  Each
such Selling Shareholder shall also furnish to the Company an undertaking
satisfactory to the Company and each underwriter of the offering, if any,
agreeing to indemnify and hold harmless, to the extent permitted by law, the
Company, and its directors and officers, and each such underwriter, and each
person who controls the Company or each such underwriter (within the meaning of
the Securities Act), against any actions, losses, claims, damages, liabilities,
and expenses (including legal and other expenses reasonably incurred in the
investigation and defense thereof) resulting from any untrue or alleged untrue
statement of a material fact or any omission or alleged omission of a material
fact required to be stated in any such documents or any supplement or amendment
thereto, or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or omission is made in reliance on and in
conformity with the written information furnished to the Company by such Selling
Shareholder specifically for use in such documents.

          (b)  The Company shall indemnify and hold harmless, to the extent
permitted by law, each Selling Shareholder against any actions, losses, claims,
damages, liabilities and expenses (including legal fees and other expenses
reasonably incurred in the investigation and defense thereof) resulting from any
untrue or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact in any registration statement, prospectus, offering
circular or other document filed in connection with any registration or
qualification, unless and to the extent that any such actions, claims, losses,
damages, liabilities or expenses arise out of the written information
specifically provided by the Selling Shareholder for use in such registration
statement, prospectus, offering circular or other document pursuant to
subsection (a) of this Section 13.03.

     SECTION 13.03. EXPENSES OF REGISTRATION.  The Company shall bear all costs
and expenses relating to or incurred by it in connection with any registration
in which any Selling Shareholder participates pursuant hereto, including without
limitation all registration and filing fees, printing expense, fees and
disbursements of counsel and independent accountants for the Company and fees
and expenses incident to compliance with state securities or "blue sky" laws,
but specifically excluding any fees and disbursements of counsel, accountants or
other professionals engaged by any Selling Shareholder.  Each Selling
Shareholder shall be responsible for and bear any underwriters' discounts and
commissions properly allocable to shares of Common Stock included in a
registration statement at the request of a Selling Shareholder hereunder.


                              Page 20 of Twenty-two
<PAGE>

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS.

     SECTION 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS.  All the
covenants, stipulations, promises and agreements in this Debenture contained by
the Company shall bind its successors and assigns whether so expressed or not.


     SECTION 14.02. DEBENTURES FOR SOLE BENEFIT OF COMPANY AND DEBENTUREHOLDERS.
Nothing in the Debentures, expressed or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties hereto and the
holders of the Debentures, any legal or equitable right, remedy or claim under
or in respect of this Debenture, or under any covenant, condition or provision
herein contained; all such covenants, conditions and provisions being for the
sole benefit of the parties hereto and the holders of the Debentures.

     SECTION 14.03. ADDRESSES FOR NOTICES, ETC.  Any notice or demand which by
any provision of the Debentures is required or permitted to be given or served
by the holders of Debentures on the Company may be given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until notified of another address by the Company) to
RENAISSANCE GOLF PRODUCTS, INC., 5812 Machine Drive, Huntington Beach,
California  92649, Attention: Secretary.  Any notice, report or other instrument
required by any of the provisions of the Debentures to be given by the Company
to the Debentureholders shall be deemed to have been sufficiently given for all
purposes if mailed by first class mail to the Debentureholder at the last
address for such holder appearing in the Debenture register.

     SECTION 14.04. CALIFORNIA CONTRACT.  This Debenture and each other
Debenture executed and delivered by the Company shall be deemed to be a contract
made under the laws of the State of California and for all purposes shall be
construed in accordance with the laws of said state.

     SECTION 14.05. LEGAL HOLIDAYS.  In any case where the date of maturity of
interest on or principal of or interest on the Debentures or the date fixed for
redemption of any Debenture will not be a business day, then payment of such
interest on or principal of the Debentures need not be made on such date but may
be made on the next succeeding business day with the same force and effect as if
made on such date of maturity or the date fixed for redemption and no interest
shall accrue for the period from and after such prior date.

     SECTION 14.06. NO SECURITY INTEREST CREATED.  Nothing in the Debentures,
expressed or implied, shall be construed to constitute a security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect, in any jurisdiction where property of the Company or its
Subsidiaries is located.

     SECTION 14.07. TABLE OF CONTENTS, HEADINGS, ETC.  The table of contents and
the titles and headings of the articles and sections of the Debentures have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.



                              Page 21 of Twenty-two
<PAGE>

     IN WITNESS WHEREOF, RENAISSANCE GOLF PRODUCTS, INC. has caused this
Debenture to be signed and acknowledged by its Chief Executive Officer, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or an Assistant Secretary, as of the     day of
, 1997.


                                 RENAISSANCE GOLF PRODUCTS, INC.
                                 a Delaware corporation




                                 By:
                                     ----------------------------------------
                                     John B. Hewlett, Chief Executive Officer






Attest:
         ---------------------------
          Bruce H. Haglund, Secretary




(Seal)



                              Page 22 of Twenty-two