EXHIBIT 10.1
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                           ANDRESMIN GOLD CORPORATION
                           --------------------------

                              CONVERTIBLE DEBENTURE
                              ---------------------
                                (the "Debenture")

PRINCIPAL:          $500,000 (USD)
----------           --------

INTEREST:           Eight   percent   (8%)  per   annum   calculated   and  paid
---------
                    semi-annually in arrears

ISSUE DATE:         Effective Issue Date of February 21, 2005
---------------     ------------------------------------------

LENDER:             Financiera Dacorey S.A.
---------------     ------------------------------------------

LENDER ADDRESS:
---------------     ------------------------------------------

                    Montevideo, Uruguay
                    ------------------------------------------

WITH THE TERMS AS FOLLOWS:
--------------------------

FOR VALUE  RECEIVED,  ANDRESMIN  GOLD  CORPORATION  (the  "Company"),  a Montana
                      ----------------------------
company  having its address  for  service of all  notices and process  hereof at
Calle Jose Gonzales  671-675,  Miraflores,  Lima 18, Peru,  HEREBY  ACKNOWLEDGES
ITSELF INDEBTED TO THE AFORESTATED  LENDER (the "Lender" and also referred to as
the  "Holder",  both  of  which  includes  any  assignee  properly  effected  in
accordance  with law and the terms hereof),  AND THE COMPANY  PROMISES TO PAY TO
THE LENDER,  in the manner and at the times set forth herein in accordance  with
the stated terms,  the aggregate  Principal  (the  "Principal",  also called the
"Loan") sum, in the amount above set forth, and Interest, and other costs as set
forth herein.

     The effective date and issue date (the  "Effective  Date" and "Issue Date")
of this  Debenture is the above  stated  issue date,  and the due date (the "Due
Date") for the payment of all Principal,  with interest then outstanding  unless
otherwise  specifically  stated hereafter,  shall be as set forth below,  unless
accelerated  due to default  not cured or waived by the terms  hereof,  and such
accelerated date shall thereupon be the Due Date.

     This Debenture is enforceable and actionable in accordance with the laws of
and in the  jurisdiction  of the  Company  and the  Company  waives  any and all
defenses or  set-offs or  counterclaims  to the  enforcement  hereof and attorns
without  reservation  or defense to  execution  hereof  (except  the  defense of
payment) and to any judgment, reciprocating or otherwise.


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SECURITIES DECLARATION AND ENFORCEABILITY
-----------------------------------------

     The  parties  hereto  acknowledge  that  this  security,  or any  resultant
securities,   has  not  been  registered   under  the  securities  laws  of  any
jurisdiction and is being issued pursuant to an exemption from registration.

     This  Debenture is  specifically  acknowledged  to be  enforceable  without
impedance or reference to any rights of set-off, counterclaim, counter-pleading,
or any other  reason or excuse  for  non-payment  on the Due Date or the date of
legal execution prior to or after process,  excepting solely for any claim as to
Principal  or Interest  paid on or prior to the Due Date or on or prior to legal
execution hereof.

     This Debenture is specifically acknowledged to be a continuing security for
all indebtedness of the Company outstanding from time-to-time, including for all
re-advances  after any  payments  of  Principal,  partial  or  otherwise,  until
discharged by the Lender in writing.


1.   Interest
     --------

     This  Debenture  will  bear  interest  (the  "Interest")  on the  Principal
outstanding,  from time to time, at a rate of eight percent (8%), calculated and
paid  semi-annually  in arrears,  commencing the Issue Date and continuing until
payment of all outstanding Principal, Interest and any costs. After the Due Date
(as defined below) or in the event of failure of payment of Interest at any time
and  waiver of  default  by the  Lender,  Interest  shall  continue  at the said
Interest rate and shall be capitalized monthly, and added to Principal, and bear
Interest when unpaid.


2.   Payment of Principal
     --------------------

     The  Principal  will be due and payable by the Company to the Lender on the
second anniversary of the Issue Date, being February 21, 2007 ("Due Date").

     The  Principal  will be due and payable by the Company to the Lender in the
following manner:

     (a)  the  Principal  shall be paid on the Due  Date,  and any  acceleration
          thereof; and

     (b)  in the event that any of the  Principal  and Interest has been reduced
          by an exercise of the  Conversion  Option (as defined  below) then the
          reduced   Principal  and  Interest   shall  be  considered   paid  and
          discharged.



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     The  Company  may  prepay  any  amount of  outstanding  Principal,  and any
Interest accrued,  without bonus or penalty. The Lender shall have the right and
priority to require the below  Conversion  Option by election within ten days of
notice of pre-payment by the Company.

3.   Conversion Terms of this Debenture
     ----------------------------------

     The Lender shall have the option,  while this Debenture is outstanding,  to
convert (the  "Conversion  Option")  some or all of the  Principal  and Interest
unpaid  into  units  ("Units")  of  the  Company  at  a  conversion  price  (the
"Conversion  Price") of $.80 per Unit. Each Unit sonsists of one share of common
stock  (the  "Shares"  or  singularly  the  "Share")  of  the  Company  and  one
non-transferable  share purchase  warrant (each a "Warrant" or "Warrants" as the
context  requires).  Each  Warrant  entitles  the holder  thereof to acquire one
additional  Share at a price of $.1.25  per share for a period of two years from
the date of issuance of the Warrants.  The Shares  received upon exercise of the
Conversion  Option  will have a hold period of at least  twelve  months from the
date of payment. In addition,  the shares received upon exercise of the Warrants
(the  "Warrant  Shares")  will have a hold period of at least 12 months from the
date of exercise of the Warrants. Furthermore, the Shares received upon exercise
of the  Conversion  Option  and  upon  exercise  of the  Warrants  shall  not be
exercisable  until the Company's  authorized  capital has been increased by that
number of shares necessary to accommodate the conversaion.

     Fractional  Shares  will  not be  issued  on any  conversion  but,  in lieu
thereof, the Company will make a cash payment.

     The right to convert this  Debenture  may be exercised by the Lender by the
delivery  of a notice  of  exercise  of the  Conversion  Option,  which  must be
exercised as to not less than $100,000 of unpaid  Principal and Interest (except
as to the last  remaining  portion)  of this  Debenture  which is  tendered  for
conversion. Subject to regulatory delays, the Shares and/or Warrant Shares shall
be delivered within ten (10) days of notice of exercise.

     Subject to the Company not being in default of any part of this  Debenture,
the Company  being a reporting  and trading  issuer listed in good standing on a
public  trading  forum and the  Company's  common  shares  trading at an average
volume of no less than  100,000  shares per day for the  previous 30 days and at
$1.70US or more,  the  Company  may  require  that some or all of the  Principal
amount and  Interest be  converted  (the  "Put")  under the  Conversion  Option,
employing the above  Conversion  Price,  commencing one year after the Effective
Date.  The Company  shall give the Lender notice of the Put by notice in writing
accompanied by an appropriate  certificate  for Shares in the name of the Lender
(or any proper  assignee of which the Company has been given  notice) and,  upon
delivery of the same and  acceptance by the Lender,  firstly,  Interest and then
Principal  shall be diminished and absolutely  considered paid and discharged as
to such converted amount by employment of the Put.


4.   Subordinated Charge and Registration Rights
     -------------------------------------------

     This  Debenture  shall be a floating  charge  security on the assets of the
Company  subordinate to commercial  borrowing by the Company with banks or other



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major  lending  institutions.  The Lender  shall  provide the Company  with such
subordination  instruments as a commercial  lender may  reasonably  require from
time to time.

     Regardless of whether  default has occurred and prior to the Due Date,  the
Company  agrees,  immediately  at the  request of the Lender,  to register  this
Debenture in all  governmental  or public  registries as the Lender may consider
advisable and, further, to make all such publications as the Lender may consider
advisable  to effect  public  notice of the charge  herein  created  (the "Fixed
Charge Mortgaged Property"), all at the cost of the Company.


5.   Fixed Charge Security
     ---------------------

     At such  time as this  Debenture  shall be in  default  which  has not been
waived or upon the Due Date and full payment not being made, this security shall
crystallize  and become a fixed charge security for payment of the Principal and
Interest and all other moneys  owing by the Company and for the  performance  of
the  obligations  and other  covenants of the  Company,  and to that purpose the
Company hereby grants,  mortgages,  pledges, charges, assigns and conveys to and
in favour of the Lender  (subject to exception as to the last day of the term of
any lease), as and by way of a fixed charge,  all of the interest of the Company
in its assets (the  "Assets") and hereby  covenants and agrees to cause,  at the
Company's cost, the within Debenture to be registered  against the Assets to the
extent  available  in  the  relevant  jurisdictions  or,  at the  Lender's  sole
discretion and at the cost of the Company in the event of the Company's  failure
or omission to so register, hereby permits the Lender to register this Debenture
as security on and to the Assets.

     For the  purposes of this  Debenture,  the assets to which the Fixed Charge
Mortgaged  Property  refers  are  hereinafter  collectively  referred  to as the
"Mortgaged Property".

     The last day of any term reserved by any lease agreement is excepted out of
the Mortgaged  Property and charges hereby created and does not form any part of
the Mortgaged Property;  but if any sale is made under or pursuant to the powers
herein contained of any lease forming part of the Mortgaged Property the Company
will hold the same in trust for the purposes  hereof to assign to any person who
may acquire such term or any part thereof.


6.   Replacement  of Prior  Encumbrances,  Continuing  Security  and  Release of
     ---------------------------------------------------------------------------
     Security
     --------

     It is hereby  agreed and  acknowledged  by the  Company and the Lender that
this security shall replace and supersede any preceding agreements and contracts
of security or payment respecting the Principal and Interest.

     The parties hereto acknowledge that this security is a continuing  security
for all  advances and  re-advances  by the Lender to the Company and the parties
acknowledge  that should the above  stated  Principal be increased by the Lender
that the new and greater  Principal  shall be the Principal and shall be secured
by  this  Debenture  without  further  act  of the  Parties,  even  should  such



<PAGE>






additional advance cause the aggregate loans under this Series "A" to exceed the
above authorized stated limit.

     Upon payment of the Principal  and payment of Interest  (whether by payment
of cash or by conversion to Units), the Lender shall provide the Company, at its
request,  with all such discharges,  releases and  acknowledgments of payment as
the Company may  reasonably  require and request to evidence such payment and to
discharge the within security and any registration in respect thereto.


     TO HAVE AND TO HOLD the same unto the use of the Lender,  and the  Lender's
lawful  successors  and  assigns,  upon and subject to the terms and  conditions
herein set forth.

     This  Debenture is issued subject to and with the benefit of the conditions
annexed hereto, which are to be deemed part of it.

     IN WITNESS  WHEREOF the Company has caused its duly  authorized  officer to
execute these terms effective on the Effective Date.


ANDRESMIN GOLD CORPORATION
--------------------------



Per:       /s/ Ian Brodie
    ----------------------------------
         Authorized Signatory




<PAGE>






             CONDITIONS REFERRED TO IN THE 2005 SERIES "A" DEBENTURE
             -------------------------------------------------------

                          OF ANDRESMIN GOLD CORPORATION
                          -----------------------------

The Company hereby covenants and agrees with the Lender as follows, namely:

1.   This  Debenture is issued in accordance  with  resolutions of the Directors
     (and of the members,  if  applicable)  of the Company and all other matters
     and things,  including approval of relevant  regulatory  authorities,  have
     been done and  performed so as to authorize and make the creation and issue
     of this Debenture and the execution thereof legal and valid and binding and
     in accordance with the requirements of the laws relating to the Company.

2.   The Principal and Interest  hereby  secured will be paid without  regard to
     any equities between the Company and the Lender, or any intermediate holder
     hereof,  including  without regard to any right of setoff or  counterclaim.
     The  receipt  of the  Lender  or the  holders  hereof  of  payment  of such
     Principal  and Interest  will be a  sufficient  discharge to the Company of
     this Debenture but the Lender shall grant written  discharge at the request
     of the Company.

3.   The Principal  hereby  secured will become  immediately  due and payable on
     demand by the Lender,  unless waived by the Lender, in any of the following
     events:

     (a)  If an order is made or a  resolution  is passed or a petition is filed
          for the winding-up, dissolution or liquidation of the Company;
     (b)  If the  Company  makes  an  assignment  or  proposal  or a  bankruptcy
          petition  is filed or  presented  against  the  Company or the Company
          otherwise becomes subject to the provisions of any Act for the benefit
          of its creditors or otherwise acknowledges its insolvency;
     (c)  If any  execution,  sequestration,  or any other  process  of any kind
          which would  reasonably  result in insolvency  of the Company  becomes
          enforceable  against  the  Company  and is  not  satisfied  within  10
          business days;
     (d)  If a distress or analogous process is levied upon any of the Mortgaged
          Property of the Company  unless the process is in good faith  disputed
          by the Company;
     (e)  If the Company ceases or  demonstrates  an intention to cease to carry
          on its business;
     (f)  If a Receiver  of the  Company or of all or any part of the  Mortgaged
          Property is appointed;
     (g)  If an encumbrancer  commences  foreclosure or takes  possession of any
          part of the Mortgaged Property of the Company;
     (h)  If the Company,  without the prior  consent of the Lender,  authorizes
          the purchase by the Company of its shares;
     (i)  If the Company  carries on any  business  that it is  restricted  from
          carrying on by its Memorandum or Articles;




<PAGE>






     (j)  If  without  the  permission  of  the  Lender  the  Company  commences
          disposing  of,  permits the loss of, or is unable to maintain all or a
          substantial portion of its assets including loss of its patents;
     (k)  If the  Company  changes  control or if the  majority  of the Board of
          Directors is replaced or resigns without the permission of the Lender,
          which shall not be unreasonably with held;
     (l)  If the Company is a  reporting  publicly  traded  company and is cease
          traded for more than ten days in its principal trading jurisdiction or
          if the Company, voluntarily or otherwise and without the permission of
          the Lender, ceases to be listed on a stock exchange(s);
     (m)  Except in  respect  to  failure  to pay  Principal  when due (in which
          respect  default and remedy by the Lender shall be  immediate)  if the
          Company defaults in observing or performing any covenant, agreement or
          condition  of this  Debenture  on its part to be observed or performed
          and such  default  is not cured  within a period of ten (10)  calendar
          days  following the giving of written notice of default to the Company
          by the Lender; or
     (n)  The security hereby constituted will become immediately enforceable if
          the Principal  moneys and Interest hereby secured are not paid, or any
          conversion option not honored, when the same become due and payable in
          accordance with the provisions herein contained.

4.   The  Lender  may waive any  default by the  Company  in the  observance  or
     performance  of any  covenant,  agreement  or  condition  contained in this
     Debenture,  or any other event which  without  such waiver  would cause the
     moneys hereby secured to be immediately due and payable, but no such waiver
     of the Lender will extend to or affect any  subsequent  default or event or
     the rights resulting therefrom.

5.   At any time after the Principal  moneys hereby  secured have become payable
     and remain  unpaid the Lender  (or all or some  Series "A"  lenders  acting
     together, at their option) may by instrument in writing appoint any person,
     whether an officer or  employee  of the Lender or not,  to be a receiver or
     receiver-manager  (herein called the  "Receiver") of the Company and/or (at
     the Lender's sole  discretion) of the Mortgaged  Property and assets hereby
     charged and may remove any Receiver so appointed and appoint another in his
     stead.

     Any Receiver so appointed shall have the power:

     (a)  To take  possession of, collect and get in the Mortgaged  Property and
          for that purpose to take any proceedings in the name of the Company or
          otherwise;

     (b)  To carry on or concur in carrying  on the  business of the Company and
          for that purpose to raise money on the assets of the Company;

     (c)  To sell or lease or concur in the  selling  or leasing of the whole or
          any part of the Mortgaged Property and to convert the same or any part



<PAGE>






          thereof  into money,  with full power to sell any  Mortgaged  Property
          either  together or in parcels and either by public auction or private
          contract  and  either  for  a  lump  sum  or  for  a  sum  payable  by
          installments  or for a sum on account and a mortgage or charge for the
          balance (and the Receiver will not be accountable for any moneys until
          actually  received),  and with full power upon every such sale to make
          any special or other  stipulation  as to title or otherwise  which the
          Receiver may deem proper, and with full power to buy in or rescind any
          contract for sale of the Mortgaged Property or any part thereof and to
          resell the same without  being  responsible  for any loss which may be
          occasioned thereby; and

     (d)  To make any arrangement or compromise  which he may think expedient to
          the interests of the Lender.

     To enable any Receiver so  appointed to exercise the powers  granted to him
     by this Section 5, upon the  appointment of the Receiver under this Section
     5,  the  Company  unconditionally  and with  plenary  power  appoints  such
     Receiver  to be its  attorney  to  effect  a sale  or  lease  of any of the
     Mortgaged  Property by  conveying or leasing in the name of or on behalf of
     the  Company or  otherwise,  and under his own seal;  and any deed,  lease,
     agreement or other  instrument  signed by any such Receiver  under his seal
     pursuant hereto will have the same effect as if it were under the corporate
     seal of the Company.

     It is hereby agreed and acknowledged that the Lender (or all or some Series
     "A" lenders acting  together,  at their option) or Receiver may at any time
     bring an application  before a court of competent  jurisdiction  to receive
     all orders and  directions as the Receiver or the Lender may deem advisable
     for the  purpose  of  exercising  the  receivership  herein  provided,  for
     providing immunity,  protection or efficiency to the powers of the Receiver
     and for  exercising  all rights,  powers and  privileges  conferred by this
     Debenture and the Company hereby attorns to all such process and waives any
     defenses  thereto or any  dispute  regarding  the power of the  Receiver to
     exercise any of the powers herein granted,  excepting only that the Company
     shall not be  prohibited  from  pleading  a right to a  redemption  period,
     should such exist,  under the laws affecting real Mortgaged  Property,  but
     that such redemption period shall not exceed a period of ninety (90) days.

     No purchaser of any sale  purporting to be made by such  Receiver  pursuant
     hereto will be bound to inquire whether any notice  required  hereunder has
     been given or otherwise as to the  propriety of the sale or  regularity  of
     its proceedings, or be affected by notice that no default has been made, or
     continues,  or notice that the sale is otherwise  unnecessary,  improper or
     irregular; and despite any impropriety or irregularity or notice thereof to
     any Lender, the sale as regards such Lender will be deemed to be within the
     aforesaid  powers and be valid  accordingly  and the remedy (if any) of the
     Company in respect of any  impropriety  or  irregularity  whatsoever in any
     such sale will be in damages only.

     Any  Receiver  appointed  hereby  will be  deemed  to be the  agent  of the
     Company,  and  the  Company  will be  solely  responsible  for his  acts or
     defaults and for his remuneration and expenses,  and the Lender will not be
     in any way  responsible for any misconduct or negligence on the part of any
     such Receiver.




<PAGE>






     All moneys  received by such  Receiver  after  providing for payment of all
     claims and charges (if any)  ranking  prior to this  Debenture  and for all
     costs,  charges and expenses of or  incidental  to the  appointment  of the
     Receiver  including  the  reasonable  remuneration  of the Receiver and all
     outgoings properly payable by him will be applied:

     Firstly:       In or  towards  payment of any costs  provided  by Section 6
                    hereinbelow set forth;

     Secondly:      In or  towards  payment  to the  Lender  of all  outstanding
                    Interest;

     Thirdly:       In or towards payment to the Lender of the Principal and all
                    other moneys (other than Interest) hereby secured; and

     Fourthly:      The surplus (if any) will be paid to the Company.

     The rights and powers  conferred by this Section 5 are  supplemental to and
     not in  substitution  for any rights and powers the Lender may from time to
     time have or a court of competent  jurisdiction  may confer on the Receiver
     upon his  application  in  accordance  with the  laws  and  customs  of the
     relevant jurisdiction.

6.   The Company  will pay to the Lender or Receiver on demand the amount of all
     expenses  of or in respect  to  collection  of monies due of the  Debenture
     including, without limiting the generality of the foregoing, all legal fees
     (on a solicitor and client  basis),  all Receiver  fees, all sale fees, all
     court costs and other costs, charges and expenses incurred by the Lender or
     Receiver  relating to the creation and registration of this Debenture or in
     recovering  or  enforcing  payment  of the  monies  hereby  secured,  or in
     realizing upon this Debenture or any other  securities for such monies,  or
     in taking  possession  of or  protecting  or  realizing  upon any  property
     comprised in any such security, all of which together with Interest thereon
     at the rate provided for in this Debenture will be secured  hereby,  and in
     default of payment thereof all remedies  hereunder and at law and in equity
     will be exercisable.

7.   This  Debenture  is to be treated as an  assignable  instrument  subject to
     applicable  law and subject to prior  approval  of the Company  when not in
     default, which shall not be unreasonably with held.

8.   This  Debenture is in addition to and not in  substitution  for  collateral
     security  and  agreements  now or hereafter  held by the Lender,  except as
     specifically  elsewhere  excluded  by this  Debenture.  In the event of any
     conflict with previous  agreements  which have not been  superceded by this
     Debenture, this Debenture shall prevail.

9.   The security  created by this  Debenture  is a continuing  security for the
     payment of all  indebtedness,  both  present and future,  and all and every
     liability,  present or future, direct or indirect,  absolute or contingent,
     of the Company to the Lender.




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10.  The Company will at all times during the currency of this Debenture:

     (a)  Give to the Lender any information  which they may reasonably  require
          relating to the business of the Company or in respect to the Mortgaged
          Property and, within three business days of request, furnish unimpeded
          access to and full, true and plain  disclosure of its books,  accounts
          and records,  and provide  copies of its annual  financial  statements
          within one hundred and twenty  (120) days after the end of each fiscal
          year of the  Company  and any  quarterly  reports  with 60 days of the
          quarterly period;

     (b)  Maintain  and  preserve   its,   and  any   relevant   affiliates   or
          subsidiaries, charter and corporate organization in good standing and,
          subject to all the provisions  herein contained,  diligently  preserve
          all the rights, powers, privileges and goodwill owned by it;

     (c)  Conduct its business in a proper and businesslike  manner and preserve
          its assets and business in a diligent and prudent manner;

     (d)  Insure  and keep  insured  against  all risks or hazards to their full
          insurable value all of the Mortgaged Property and assets and all other
          property  which are of an insurable  nature,  and pay the premiums for
          all such insurance, and on request deliver to the Lender copies of the
          policy or policies of such insurance;

     (e)  Duly and punctually pay, perform and observe all wages,  rent,  taxes,
          local  improvement  rates,  assessments,   covenants  and  obligations
          whatsoever  which  ought  to be paid,  performed  or  observed  by the
          Company  in respect of all or any part of the  Mortgaged  Property  or
          assets hereby charged;

     (f)  If  stipulated  by the  Debenture  or  otherwise at the request of the
          Lender,   fully  and  effectually   register  this  Debenture  in  all
          jurisdictions and places of the Company's  business or the location of
          the Mortgaged  Property and maintain and keep  maintained the security
          hereby created as valid and effective security;

     (g)  Pay duly and punctually  all taxes,  levies and  assessments,  and all
          debts  and  obligations  to  and in  respect  to  labourers,  workmen,
          employees,  contractors,  sub-contractors,  suppliers  of material and
          others which, if unpaid,  might, under the laws of any jurisdiction in
          which the Company conducts  business,  have priority over the security
          hereby created or any part thereof;

     (h)  Make all payments and perform each and every  covenant,  agreement and
          obligation  under  any  lease now held or  hereafter  acquired  by the
          Company and any mortgage,  debenture, trust deed or agreement charging
          any  property  or  assets  of the  Company  as and  when  the same are
          required to be paid or performed; and

     (i)  Duly and punctually make all necessary  filings and payments  required
          with regulatory authorities to maintain the Company in good standing.




<PAGE>






11.  If the  Company  fails  to  perform  any of the  covenants,  agreements  or
     conditions herein contained, the Lender may, in its discretion, perform the
     same, and if any such covenant, agreement or condition requires the payment
     or  expenditure  of money,  the Lender may make such payment or expenditure
     and all costs,  charges and expenses  thereby incurred and all sums so paid
     or expended will bear Interest at the rate provided for in this  Debenture,
     will be at once  payable  by the  Company to the Lender and will be secured
     hereby and have the benefit of the charges hereby created.

12.  The  Company  will not at any time during the  currency of this  Debenture,
     without the prior written consent of the Lender:

     (a)  Become  guarantor of any obligation,  or become endorser in respect of
          any  obligation,  or otherwise  become liable upon any notice or other
          obligation, other than in the normal course of the Company's business;

     (b)  Except as otherwise provided in this Debenture,  acquire or permit any
          loan, charge,  claim,  action, or encumbrance which may jeopardize the
          priority of this Debenture or may restrict or diminish the security of
          the Lender in the Mortgaged Property or any asset; or

     (c)  Dispose of any  Mortgaged  Property  or of any asset  material  to the
          business of the Company  including,  without  limiting the generality,
          disposing of any patents, material contracts or subsidiaries.

13.  It is hereby  specifically  acknowledged  by the Lender that this Debenture
     shall not  restrict  the  Company's  ability to operate its business in the
     normal  course,  as such  was  prior  to the  issuance  of this  Debenture,
     including,  without  limiting  the  generality,  this  Debenture  shall not
     prohibit  the Company  from normal  borrowing  practices,  disposing  of or
     acquiring assets in the normal course of business, whether real property or
     moveable  property,  or from  disposing  of its products of commerce in the
     normal  course of  business  but that the  Company  shall not dispose of or
     impair the  Mortgaged  Property  without  the  Lender's  permission,  which
     permission  may be  arbitrarily  refused..  The Company  shall not sell, or
     otherwise  dispose of, all or  substantially  all of its  business  without
     permission  of the Lender and subject to such  conditions as the Lender may
     consider  appropriate,  including the application of all proceeds therefrom
     to payment of the Debenture.

14.  Until this  Debenture has been  discharged,  this Debenture and the charges
     hereby created constitute valid and continuing  security for the payment of
     any and all indebtedness owing by the Company to the Lender notwithstanding
     the temporary payment of all or any portion of the moneys hereby secured.

15.  Neither the taking of any judgment nor the exercise of any power of seizure
     or sale or any other rights or powers of the Lender  hereunder will operate
     to extinguish the liability of the Company to make payment of the Principal
     moneys and Interest hereby  secured,  nor will the same operate as a merger
     of any  covenant  or affect the right of the Lender to Interest at the rate
     hereinbefore provided.




<PAGE>






16.  The Lender, in addition to any other powers given to it, has the power:

     (a)  To release any property of the Company  from the charge  created by or
          pursuant to this Debenture;

     (b)  To agree to any  modification,  compromise,  release  or waiver of the
          rights of the Lender  against  the  Company or against  its  property,
          whether such rights arise under this Debenture or otherwise; and

     (c)  To accept any other  properties or securities in substitution  for the
          Mortgaged Property of this Debenture.

17.  Any  notice  given to the  Company or the  Lender in  connection  with this
     Debenture  will be in  writing  and may be  given  by  delivering  the same
     physically or by electronic  transmission or by sending the same by prepaid
     registered  post  addressed  to the Company or the Lender at the  addresses
     first herein set forth or at such  subsequent  addresses as have been first
     notified in writing.  Any notice so  delivered  will be deemed to have been
     received by a party upon delivery,  and any notice so mailed will be deemed
     to have been received on the third (3rd)  business day following the day on
     which it was mailed; but any notice given during a strike, lockout or other
     labour disturbance at the Post Office will be delivered and not mailed.

18.  Time is of the essence of this Debenture.

19.  When the context hereof makes it possible,  the word "person"  appearing in
     this Debenture includes in its meaning any body corporate or a partnership;
     and the word "Lender" includes any subsequent holder hereof.

20.  This Debenture and all its terms and  conditions  will enure to the benefit
     of the Lender and the Lender's successors and assigns,  and will be binding
     upon the Company and its successors and assigns.

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