Exhibit 4.1

                               DEBENTURE AGREEMENT

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH LAWS PURSUANT TO
REGISTRATION  OR  AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS  OF  THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FACE  AMOUNT                                     $2,500,000
PRICE                                            $2,500,000
DEBENTURE  NUMBER                                July  -  2006-101
ISSUANCE  DATE                                   July 14,  2006
MATURITY  DATE                                   July 14,  2011

     FOR  VALUE  RECEIVED,  SIMPLAGENE  USA,  INC  a  Nevada  corporation  (the
"Company"),  hereby  promises  to  pay  DUTCHESS  PRIVATE  EQUITIES FUND, LP and
DUTCHESS  PRIVATE EQUITIES FUND, II, LP (collectively, the "Holder") by July 14,
2011  (the  "Maturity  Date"),  the principal amount of Two Million Five Hundred
Thousand  Dollars ($2,500,000) U.S., and to pay interest on the principal amount
hereof,  and  any  accrued penalties, in such amounts, at such times and on such
terms  and  conditions  as  are  specified  herein.

     The  Debenture  set  forth  in  this  Agreement  is  subject  to  automatic
conversion  at the end of five (5) years from the date of issuance at which time
the Debenture outstanding will be automatically converted based upon the formula
set  forth  in  Article  3.2(c).

Article  1          Interest

     The  Company  shall  pay  interest  ("Interest") at the rate of ten percent
(10%) per annum on the unpaid Face Amount of this Debenture.  Such payments will
be  made  to  the  Holder  (each  an  "Interest  Payment,"  or collectively, the
"Interest Payments") on a monthly basis on the first business day of each month,
commencing  August  1, 2006 and continuing while there is an outstanding balance
on  the  Debenture,  in  an  amount  equal to the Interest on the balance on the
Debenture  ("Interest  Payment  Amount"  or  collectively, the "Interest Payment
Amounts")  then  accruing  from the past Interest Payment until such time as the
Interest  Payment  is  due  and collected.  After the Effective Date, the Holder
shall  have the right to request Interest Payments in Common Stock priced at the
Conversion  Price.

     Any monies paid to the Holder in excess of the interest due when paid shall
be  credited  toward  the  Redemption  of  the  Face  Amount  of  the Debenture.

Article  2          Method  of  Principal  Payment

Section  2.1     Prior  to  the  Effective  Date.

          In  the  event  that  the  Effective Date has not occured on or before
January  1,  2007,  then,the  Company  will make amortizing cash payments to the
Holder  (a "Payment," or collectively, the "Payments") on a monthly basis on the
first  day  of  each  business  day  of each month while there is an outstanding
balance  on  the  Debenture,  in  the  following  amounts  ("Payment  Amount" or
collectively,  the  "Payment  Amounts"):

     Payment  for  January  1,  2007  through  March  1,  2007   $150,000.00
     Payment  for  April  1,  2007  and  each  month  thereafter $260,416.67

Notwithstanding any provision to the contrary in this Debenture, the Company may
pay  in full to the Holder the Face Amount, or any balance remaining thereon, in
readily  available  funds,  at  any  time and from time to time without penalty.

     All  Payments  made  under  Article  2,  shall  be applied toward the total
Redemption  Amount  as  outlined  in  Article  14,  herein.

Section  2.2     Subsequent  to  the  Effective  Date

     After  the U.S. Securities and Exchange Commission ("SEC") has declared the
registration  statement  for  the shares underlying the Debenture ("Registration
Statement")  effective  ("Effective  Date"),  Effective, the Holder, at its sole
option,  shall  be  entitled  to  convert a portion of the Debenture pursuant to
Article 3, below.   After the Effective Date, the Company shall not be obligated
to  make  any  Payments  to  the  Holder  as  outlined  in  Section  2.1, above.

     Nothing  contained  in this Article 2 shall limit the amount the Holder can
elect  to  convert during a calendar month except as defined in Section 3.2 (i),
below.


Article  3          Conversion

Section  3.1     Conversion  Privilege

(a)     The Holder of this Debenture shall have the right to convert any and all
amounts  owing under this Debenture into shares of  Common  Stock  at  any  time
following  the  Issuance Date and which is on or before the close of business on
the  Maturity  Date,  except  as set forth in Section 3.2, below.  The number of
shares  of  Common  Stock  issuable  upon  the  conversion  of this Debenture is
determined  pursuant  to  Section  3.2 and rounding the result up to the nearest
whole  share.

(b)     This Debenture may not be converted, whether in whole or in part, except
in  accordance  with  this  Article  3.

(c)     In the event all or any portion of this Debenture remains outstanding on
the  Maturity  Date,  the   unconverted   portion   of   such   Debenture   will
automatically  be  converted  into  shares  of  Common Stock on such date in the
manner  set  forth  in  Section  3.2.

Section  3.2     Conversion  Procedure

(a)     Conversion  Procedures.  The Holder may elect to convert the unpaid Face
Amount  of  and  accrued interest on this Debenture, in whole or in part, at any
time  following  the  Closing Date.  Such conversion shall be effectuated by the
Holder  sending  to  the  Company  a facsimile or electronic mail version of the
signed  Notice  of  Conversion which evidences the Holder's intention to convert
the  Debenture  as  indicated.  The  date  on  which the Notice of Conversion is
delivered ("Conversion Date") shall be deemed to be the date on which the Holder
has  delivered  to  the  Company  a facsimile  or  electronic mail of the signed
Notice  of Conversion.  Notwithstanding the above, any Notice of Conversion sent
by  the  Holder  to  the  Company by 9:30 A.M. EST, shall be deemed to have been
received  the  previous  business  day, with receipt being via a confirmation of
time  of  facsimile  and  electronic  mail  sent  by  the  Holder.

(b)     Common  Stock  to  be  Issued.     Upon  the  Holder's conversion of any
portion  of  this  Debenture,  the  Company  shall issue the number of shares of
Common Stock equal to the Conversion Notice.  If, at the time of conversion, the
Registration  Statement  has  been   declared   effective,   the  Company  shall
instruct  its  transfer  agent  to  issue stock certificates without restrictive
legend  (other  than  a  legend  referring  to  the  registration  statement and
prospectus  delivery  requirements)  or  stop transfer instructions.  If, at the
time  of  the  Holder's  conversion,  the  Registration  Statement  has not been
declared  effective,  the Company shall instruct the transfer agent to issue the
certificates with an appropriate legend.  The Company shall act as Registrar and
shall  maintain  an appropriate ledger containing the necessary information with
respect to each Debenture. The Company warrants that no instructions, other than
these  instructions,  have been given or will be given to the transfer agent and
that  the  Common  Stock  shall  otherwise  be  freely  resold, except as may be
otherwise  set  forth  herein.

(c)     Conversion  Price.  The  Holder  is  entitled to convert the unpaid Face
Amount of this Debenture, plus accrued interest, any time following the Issuance
Date,  at  the lesser of the following prices (the "Conversion Price"): (i)
Maximum  Conversion Price (as defined in Section 3.2 (c) (i) below; or (ii) at a
"Conversion  Price"  of  eighty percent (80%) of the lowest closing bid price of
the  Common  Stock  during  the  ten  (10)  trading days immediately preceding a
Conversion  Date  (as outlined in Section 3.2 (a), above).  No fractional shares
or  scrip representing fractions of shares will be issued on conversion, but the
number  of shares issuable shall be rounded up, in the event of a partial share,
to  the  nearest whole share.  The Holder shall retain all rights of conversions
during  any  partial  trading  days.

               (i) Maximum Conversion Price.  The Maximum Conversion Price shall
be  equal  to ninety percent (90%) of the average of the five (5) lowest closing
best  bid  prices  of  the  Common  Stock during the "Maximum Conversion Pricing
Period".  The  Maximum  Conversion  Pricing  Period  shall  commence  on  the
twenty-first  (21st)  calendar  day  immediately following the filing of Form 8K
announcing  the  Agreement and Plan of Reorganization of Simpla Gene Inc and New
Colorado  Prime Holdings, Inc ("8K Filing Date") and ending on the date which is
the  earlier  of 1) the Effective Date (as defined herein) or 2) the one hundred
and  twentieth  (120th)  trading  day  following  the  8K  Filing  Date.

(d)     Maximum  Interest.  Nothing  contained in this Debenture shall be deemed
to  establish  or require the Company to pay interest to the Holder at a rate in
excess  of  the  maximum rate permitted by governing law.  In the event that the
rate  of  interest  required  to  be  paid exceeds the maximum rate permitted by
governing  law,  the  rate  of  interest required to be paid thereunder shall be
automatically  reduced to the maximum rate permitted under the governing law and
such  excess,  if so ordered, shall be credited on any remaining balances due to
the  Holder.  In  the event this Section 3.2 (d) applies, the Parties agree that
the  terms  of  this  Debenture  remain  in  full  force and effect except as is
necessary  to  make  the  interest  rate  comply  with  applicable  law.

(e)     Opinion  Letter.  It  shall  be the Company's responsibility to take all
necessary  actions  and  to  bear  all  such  costs to issue the Common Stock as
provided  herein,  including  the  responsibility  and  cost  for delivery of an
opinion  letter  to the transfer agent, if so required.  The person or entity in
whose  name the certificate of Common Stock is to be registered shall be treated
as  a  shareholder of record on and after the conversion date. Upon surrender of
any  Debentures that are to be converted in part, the Company shall issue to the
Holder  a  new  Debenture  equal  to  the unconverted amount, if so requested in
writing  by  Holder.

(f)     Delivery of Shares.  Within three (3) business days after receipt of the
documentation  referred  to  above  in   Section   3.2(a),   the  Company  shall
deliver  a  certificate,  in  accordance  with  Section 3.2(c) for the number of
shares  of  Common Stock issuable upon the conversion.  In the event the Company
does  not  make  delivery  of  the Common Stock, as instructed by Holder, within
three  (3)  business  days  after  the Conversion Date, the Company shall pay to
Holder  in cash, as liquidated damages, an additional two percent (2%) per month
of  the  dollar  value  of  the Debentures being converted, pro rata for partial
periods,  until  delivered.

          If  the  failure  of the Company to issue the Common Stock pursuant to
this Article 3.2 (f) is due to the unavailability of authorized shares of Common
Stock,  the  provisions of this Article 3.2 (f) shall not apply, but instead the
provisions  of  Article  3.2  (k)  shall  apply.

              The  Company  shall  make any payments required under this Article
3.2(f)  in  immediately  available funds within three (3) business days from the
date  the  Common  Stock  is  fully  delivered.  Nothing  herein shall limit the
Holder's  right,  at  the  Holder's sole discretion, to pursue actual damages or
cancel  the  conversion  for  the  Company's failure to issue and deliver Common
Stock  to  the  Holder within three (3) business days after the Conversion Date.

     The  Company  shall  at  all  times  reserve  (or  make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary to meet conversion of the full amount of the Debentures
then  outstanding  and  due to the Holder. If, at any time, the Holder submits a
Notice  of  Conversion  and  the Company does not have sufficient authorized but
unissued shares of Common Stock (or alternative shares of Common Stock as may be
contributed  by  Stockholders) available to effect, in full, a conversion of the
Debentures  (a  "Conversion Default", the date of such default being referred to
herein  as the "Conversion Default Date"), the Company shall issue to the Holder
all  of  the  shares  of Common Stock which are then available.  Any Convertible
Debentures  or  any  portion  thereof,  which  cannot  be  converted  due to the
Company's  lack  of  sufficient  authorized  common  stock  (the  "Unconverted
Debentures"), may be deemed null and void upon written notice sent by the Holder
to  the  Company.  The  Company  shall provide notice of such Conversion Default
("Notice  of  Conversion  Default")  to the Holder, by facsimile, within one (1)
business  day  of  such  default.

     If,  by the third (3rd) business day after the Conversion Date, any portion
of  the  Shares  of  the  Convertible  Debentures have not been delivered to the
Holder  and  the  Holder  purchases, in an open market transaction or otherwise,
shares  of  Common  Stock  necessary to make delivery of shares which would have
been delivered if the full amount of the shares to be converted and delivered to
the  Holder  by the Company (the "Covering Shares") , then the Company shall pay
to  the  Holder,  in addition to any other amounts due to the Holder pursuant to
this  Convertible  Debenture,  and  not  in  lieu thereof, the Buy-In Adjustment
Amount  (as  defined below).  The "Buy In Adjustment Amount" is the amount equal
to  the  excess,  if  any,  of  (x) the Holder's total purchase price (including
brokerage  commissions,  if  any)  for  the  Covering  Shares  minus (y) the net
proceeds  (after  brokerage commissions, if any) received by the Holder from the
sale  of the Sold Shares.  The Company shall pay the Buy-In Adjustment Amount to
the  Holder  in  immediately  available  funds  within five (5) business days of
written  demand  by the Holder.  By way of illustration and not in limitation of
the  foregoing,  if  the  Holder purchases shares of Common Stock having a total
purchase  price  (including  brokerage commissions) of $11,000 to cover a Buy-In
with  respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will  be  $1,000.

(g)     Prospectus  and Other Documents. The Company shall furnish to Holder one
(1)  prospectus  and  any  other documents incidental to the registration of the
shares  of Common Stock underlying the Debentures, including any amendment of or
supplements  thereto.  Any  filings  submitted  via  EDGAR  will  constitute
fulfillment  of  the  Company's  obligation  under  this  Section.

(h)     Limitation  on Issuance of Shares. If the Company's Common Stock becomes
listed  on  the  Nasdaq SmallCap Market after the issuance of the Debenture, the
Company  may  be limited in the number of shares of Common Stock it may issue by
virtue  of  (A)  the number of authorized shares or (B) the applicable rules and
regulations  of  the  principal  securities  market on which the Common Stock is
listed  or  traded,  including,  but  not  necessarily  limited  to, NASDAQ Rule
4310(c)(25)(H)(i)  or  Rule  4460(i)(1), as may be applicable (collectively, the
"Cap  Regulations").  Without  limiting  the  other  provisions thereof: (i) the
Company  will  take  all  steps  necessary  to  issue  shares of Common Stock on
conversion of the Debentures without violating the Cap Regulations, and (ii) if,
despite  taking  such steps, the Company cannot  issue  such  shares  of  Common
Stock  without  violating  the Cap Regulations or the Holder cannot convert as a
result  of the Cap Regulations (each such Debenture, an "Unconverted Debenture")
the  Holder  shall  have  the  right  to  elect either of the following options:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares of Common Stock in accordance with the Holder's Notice of Conversion at a
conversion  purchase  price  equal  to  the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive Trading Days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) Trading Days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent (133%) of the then outstanding principal of an Unconverted
Debenture,  plus  (ii)  any  accrued  but  unpaid  interest  thereon through and
including  the  date  on  which the Redemption Amount is paid to the holder (the
"Redemption  Date").

     The  Holder  may  elect, without limitation, one of the above remedies with
respect  to  a  portion  of such Unconverted Debenture and the other remedy with
respect  to  other  portions  of the Unconverted Debenture.  The Debenture shall
contain  provisions  substantially  consistent  with  the above terms, with such
additional  provisions  as may be consented to by the Holder.  The provisions of
this  section  are  not  intended to limit the scope of the provisions otherwise
included  in  the  Debenture.

(i)     Limitation  on  Amount  of  Conversion  and  Ownership.  Notwithstanding
anything  to the contrary in this Debenture, in no event shall the Holder or any
of  its  affiliates  be  entitled to convert that amount of Debenture, and in no
event  shall  the  Company permit that amount of conversion, into that number of
shares,  which  when  added  to  the sum of the number of shares of Common Stock
beneficially  owned, (as such term is defined under Section 13(d) and Rule 13d-3
of the Securities Exchange Act of 1934, as may be amended, (the "1934 Act")), by
the  Holder,  would  exceed  4.99%  of the number  of  shares  of  Common  Stock
outstanding  on  the  Conversion  Date,  as  determined  in accordance with Rule
13d-1(j) of the 1934 Act. In the event that the number of shares of Common Stock
outstanding  as  determined  in accordance with Section 13(d) of the 1934 Act is
different  on  any  Conversion  Date  than  it was on the Closing Date, then the
number  of  shares  of  Common  Stock  outstanding on such Conversion Date shall
govern  for  purposes  of  determining  whether  the  Holder  would be acquiring
beneficial  ownership of more than 4.99% of the number of shares of Common Stock
outstanding  on  such  Conversion Date.  However, nothing in this Article 3.2(i)
shall  be read to reduce the amount of principal, interest or penalties, if any,
due  to  the  Holder.

(j)     Legend.  The  Holder acknowledges that each certificate representing the
Debentures,  and the Common Stock unless registered pursuant to the Registration
Rights  Agreement,  shall  be  stamped  or  otherwise  imprinted  with  a legend
substantially  in  the  following  form:

THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT  BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  (ii)  TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
ANY  SIMILAR  RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii)  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM REGISTRATION UNDER SUCH ACT.

     (k)  Prior to conversion of the Debenture, if at any time the conversion of
all  the Debentures and exercise of all the Warrants outstanding would result in
an  insufficient  number of authorized shares of Common Stock being available to
cover all the conversions, then in such event, the Company will move to call and
hold  a shareholder's meeting or have shareholder action with written consent of
the proper number of shareholders within thirty (30) days of such event, or such
greater  period  of  time  if  statutorily  required  or reasonably necessary as
regards  standard brokerage house and/or SEC requirements and/or procedures, for
the  purpose  of authorizing additional shares of Common Stock such as necessary
to  facilitate  the  Holder's  conversions.   In such an event management of the
Company  shall  recommend  to  all shareholders to vote their shares in favor of
increasing  the  authorized  number of shares of Common Stock. Management of the
Company  shall vote all of its shares of Common Stock in favor of increasing the
number  of shares of authorized Common Stock to an amount equal to three hundred
percent  (300%)  of  the  remaining  balance  on  the  Debenture.  The  Company
represents  and warrants that under no circumstances will it deny or prevent the
Holder's  right  to  convert the Debentures as permitted under the terms of this
Subscription  Agreement  or  the Registration Rights Agreement.  Nothing in this
Section shall limit the obligation of the Company to make the payments set forth
in  this  Article 3.  The Holder, at its sole option, may request the Company to
authorize  and  issue  additional shares if the Holder feels it is necessary for
conversions in the future. In the event the Company's shareholder's meeting does
not  result  in  the  necessary  authorization,  the  Company  shall  redeem the
outstanding  Debentures  for  an amount equal to the sum of the principal of the
outstanding  Debentures  plus  accrued  interest  thereon  multiplied  by  125%.

Section  3.3     Fractional  Shares.  The  Company  shall  not  issue fractional
shares of Common Stock, or scrip representing fractions of such shares, upon the
conversion  of this Debenture.  Instead, the Company  shall  round  up,  to  the
nearest  whole  share.

Section  3.4     Taxes  on  Conversion.  The  Company shall pay any documentary
stamp  or  similar  issue  or  transfer tax due on the issue of shares of Common
Stock  upon the conversion of this Debenture.  However, the Holder shall pay any
such  tax  which  is  due because the shares are issued in a name other than its
name.

Section  3.5     Company  to  Reserve  Stock.  The  Company  shall  reserve  and
maintain  the number of shares of Common Stock required pursuant to and upon the
terms  set  forth in the Subscription Agreement to permit the conversion of this
Debenture.  All  shares  of Common Stock which may be issued upon the conversion
hereof  shall  upon  issuance  by  the Company be validly issued, fully paid and
nonassessable  and  free  from  all taxes, liens and charges with respect to the
issuance  thereof.

Section  3.6     Restrictions  on  Sale.  This Debenture has not been registered
under  the  Securities  Act  of 1933, as amended (the "Act") and is being issued
under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the
Act.  This  Debenture  and  the  Common  Stock  issuable  upon  the   conversion
hereof  may only be sold pursuant to registration under or an exemption from the
Act.

Section 3.7     Stock Splits, Combinations  and  Dividends.  If  the  shares  of
Common  Stock  are  subdivided  or  combined into a greater or smaller number of
shares  of  Common Stock, or if a dividend is paid on the Common Stock in shares
of  Common  Stock,  the Conversion Price shall be proportionately reduced in the
case  of a subdivision of shares or stock dividend, or proportionately increased
in  the  case of combination of shares, in each such case, by the ratio that the
total  number of shares of Common Stock outstanding immediately after such event
bears  to  the  total  number  of shares of Common Stock outstanding immediately
prior  to  such  event.

Article  4          Mergers

     The  Company shall not consolidate or merge into, or transfer any or all of
its  assets  other  than in connection with the contemplated transaction between
SimplaGene  USA,  Inc  and  New  Colorado  Prime Holdings, Inc., to, any person,
unless  such person assumes in writing the obligations of the Company under this
Debenture  and  immediately  after  such transaction no Event of Default exists.
Any  reference herein to the Company shall refer to such surviving or transferee
corporation  and  the  obligations of the Company shall terminate only upon such
written  assumption  of  the Company's obligation.  In the event of a merger, or
other  consolidation, the Company shall give notice to the Holder simultaneously
with  the  announcement  to  the  public  markets.

Article  5       Security

     This  Debenture  is  secured  by  a  Security  Agreement  (the  "Security
Agreement")  of  this  date  between  the  Company  and  the  Holder.

Article  6          Defaults  and  Remedies

Section  6.1     Events  of Default.  An "Event of Default" occurs if any one of
the  following  occur:

     (a)  the  Company does not make timely Payment or does not timely issue and
deliver the Shares for a Conversion, in whole or in part, necessary to cover the
principal, interest or other sum due on the Maturity Date, Conversion Date, upon
redemption,  or  otherwise described herein, subject to notice being sent by the
Holder, via electronic mail or facsimile, to the Company, subject to cure in one
(1)  day;  or,

     (b)  the  Company  does  not make a Payment in cash for a period of two (2)
business  days  when  due  as  described  in  this  Agreement;  or,

     (c)  any  of  the  Company's representations or warranties contained in the
Transaction  Documents  or  this  Debenture  were false when made or the Company
fails  to  comply  with any of its other agreements in the Transaction Documents
(as defined in Article 16 below) and such failure continues for a period of five
(5)  business  days;  or,

     (d)  the  Company  pursuant to or within the meaning of any Bankruptcy Law:
(i)  commences  a  voluntary  case;  (ii)  consents to the entry of an order for
relief against it in an involuntary case; (iii) consents to the appointment of a
Custodian  (as hereinafter defined) of it or for all or substantially all of its
property  or (iv) makes a general assignment for the benefit of its creditors or
(v)  a  court  of  competent  jurisdiction  enters  an order or decree under any
Bankruptcy  Law  that  (A)  is  for relief against the Company in an involuntary
case;  (B)  appoints  a Custodian of the Company for all or substantially all of
its  property  or  (C)  orders  the liquidation of the Company, and the order or
decree  remains  unstayed  and  in  effect  for  sixty  (60)  calendar days; or,

     (e)  the  Company's  Common  Stock  is suspended or no longer listed on any
recognized  exchange  including  electronic  over-the-counter bulletin board and
pink  sheets,  provided  that  the  Company  continues  reporting  under  OTC BB
requirements  ("Principal Market") for in excess of five (5) consecutive trading
days.  Failure  to  comply  with  the  requirements  for  continued listing on a
Principal  Market  for a period of five (5) trading days; or notification from a
Principal  Market  that the Company is not in compliance with the conditions for
such  continued  listing  on  such  Principal  Market;  or,

     (f)  the  Company  breaches  any  covenant  or condition of the Transaction
Documents,  and  such breach, if subject to cure, continues for a period of five
(5)  business  days;  or,

     (g)  the Registration Statement is not declared effective by the SEC within
twelve  (12)  months  of  the  Issuance  Date.

     (h)  the  Agreement  and Plan of Reorganization of SimplaGene USA, Inc. and
New  Colorado  Prime  Holdings, Inc and all of its subsidiaries is not completed
simultaneously  with  the  Closing.

     (i)  the  Agreement  and Plan of Reorganization of SimplaGene USA, Inc. and
New  Colorado  Prime  Holdings,  Inc.  violates  any SEC requirements for timely
filings  of  all  necessary  paperwork  to  facilitate  the  merger.

Section  6.2     Remedies.  In  the  Event  of  Default, the Holder may elect to
secure  a portion of the Collateral (as defined in the Security Agreement).  The
Holder may also elect to garnish revenue from the Company in an amount that will
     repay  the  Holder  on  the  schedules  set  forth  in  this  Agreement.

     In  the  Event  of  Default,  as outlined in this Agreement, the Holder can
exercise its right to increase the Face Amount of the Debenture by three percent
(3%)  as an initial penalty, and by three percent (3%) for each subsequent Event
of  Default.  In  addition,  the Holder may elect to increase the Face Amount by
two and one-half percent (2.5%) per month (pro-rata for partial periods) paid as
liquated  damages  ("Liquidated Damages"), compounded daily, until cured.  It is
the  intention  and  acknowledgement of both parties that the Liquidated Damages
not  be  deemed  as  interest  or  a  penalty under the terms of this Agreement.

Section  6.3     Acceleration.  If  an  Event  of  Default occurs, the Holder by
notice  to  the  Company  may  declare  the  remaining  principal amount of this
Debenture,  together with all accrued interest and any liquidated damages, to be
immediately  due  and  payable  in  full.

Section  6.4     Seniority.  The  Company  warrants  that no indebtedness of the
Company is senior to this Debenture in right of payment, whether with respect to
     interest,  damages  or  upon  liquidation or dissolution or otherwise.  The
Company  warrants that it has taken all necessary steps to subordinate its other
obligations  to  the  rights  of  the  Holder  hereunder.

Section  6.5     Cost  of  Collections.  If an Event of Default occurs, the
Company  shall  pay  the  Holder's  reasonable  costs  of  collection, including
reasonable  attorney's  fees  and  costs  of  arbitration.

Article  7          Registered  Debentures

Section 7.1     Record Ownership.  The Company, or the Company's attorney, shall
maintain  a  register  of  the  Holder   of  the  Debentures   (the  "Register")
showing  their  names and addresses and the serial numbers and principal amounts
of  Debentures  issued  to  them.  The Register may be maintained in electronic,
magnetic  or other computerized form.  The Company may treat the person named as
the  Holder  of  this  Debenture  in  the  Register  as  the  sole owner of this
Debenture.   The  Holder  of  this  Debenture is exclusively entitled to receive
payments  of  interest  on this Debenture, receive notifications with respect to
this  Debenture,  convert it into Common Stock and otherwise exercise all of the
rights  and  powers  as  the  absolute  owner  hereof.

     Worn  or  Lost  Debentures.  If  this  Debenture  becomes  worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent  may  issue a new Debenture in lieu hereof upon its surrender.   Where the
Holder  of  this Debenture claims that the Debenture has been lost, destroyed or
wrongfully  taken,  the  Company  shall  issue  a  new Debenture in place of the
Debenture  if  the  Holder  so  requests  by  written  notice to the Company and
provides  the  Company with such documents as may be reasonably requested by the
Company,  including  a  loss  stock  affidavit.

Article  8          Notice.

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Debenture must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:

Paul  Roman
SimplaGene  USA,  Inc.
500  Bi-County  Blvd.  Ste.  400
Farmingdale,  NY  11735-3940
Telephone:  631-694-1111
Facsimile:  631-694-8493

With  copy  to:

Gary  T.  Moomjian
Moomjian  &  Waite,  LLP
100  Jericho  Quadrangle  -  Suite  225
Jericho,  New  York  11753
Phone:  516-937-5900,  Ext.  47
Fax:  516-937-5050

If  to  the  Investor:

Douglas  Leighton
Dutchess  Capital  Management
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
Telephone:  617-301-4700
Facsimile:  617-249-0947

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

Article  9          Time

     Where  this  Debenture  authorizes  or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a holiday on
which  the  United  States  Stock Markets ("US Markets") are closed ("Holiday"),
such  payment  shall  be  made  or condition or obligation performed on the last
business day following such Saturday, Sunday or Holiday.  A "business day" shall
mean  a  day  on  which  the  US  Markets are open for a full day or half day of
trading.

Article  10          No  Assignment

     This  Debenture and the obligation hereunder shall not be assignable by the
Company  or  the  Holder.

Article  11          Rules  of  Construction.

     In  this  Debenture,  unless  the  context otherwise requires, words in the
singular  number include the plural, and in the plural include the singular, and
words  of the masculine gender include the feminine and the neuter, and when the
tense  so  indicates,  words  of the neuter gender may refer to any gender.  The
numbers  and  titles  of  sections  contained  in the Debenture are inserted for
convenience  of  reference  only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in  this  Debenture, a determination of the Company is required or allowed, such
determination  shall  be  made  in accordance with the bylaws and charter of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the  Company  and  the  Holder  of  this  Debenture.

Article  12          Governing  Law

     The validity, terms, performance and enforcement of this Debenture shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

Article  13          Disputes  Under  Agreement

     All  disputes  arising  under  this  Debenture  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this Debenture
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.  Nothing  in  this section shall limit the Holder's
right  to  obtain  an  injunction for a breach of this Debenture from a court of
law.

Article  14  Redemption

     The  Holder  shall  have  the right to accept a redemption request from the
Company  to  be redeemed, in cash, from the Debenture, in whole or in part, at a
price  equal  to  one  hundred and twenty-five percent (125%) of the outstanding
principal  amount of the Debenture, including accrued interest (and penalties if
applicable) during the two years following the Issuance date. After the two year
anniversary date, the Holder shall have the right to accept a redemption request
from  the  Company  to  be redeemed, in cash, from the Debenture, in whole or in
part,  at a price equal to one hundred and ten percent (110%) of the outstanding
principal amount of the Debenture, including accrued interest (and penalties, if
applicable).  Any  Payments,  as  defined in Article 2 above, shall apply to the
Redemption  Amount.

Article  15     Holder  Warrants

     As  an  additional inducement to the Holder, the Company shall issue to the
Holder  a  warrant  (a  "Warrant") to purchase two million five hundred thousand
dollars  ($2,500,000) worth of its shares of its Common Stock exercisable at the
strike  prices  outlined  in  the  Warrant  Agreement,  attached  hereto  and
incorporated  by  reference.

Article  16     Transaction  Documents

The  Company  agrees  that  contemporaneously with the execution and delivery of
this  Debenture,  the  parties  hereto  are executing and delivering a Debenture
Registration  Rights  Agreement,  Subscription Agreement, Warrant Agreement, and
Security Agreement (collectively, the "Transaction Documents") pursuant to which
the  Company  has agreed to provide certain rights and obligations as defined in
the  Transaction  Documents.

Article  17     Waiver

The  Holder's  delay or failure at any time or times hereafter to require strict
performance  by  the  Company of any undertakings, agreements or covenants shall
not  waive,  affect, or diminish any right of the Holder under this Debenture to
demand  strict  compliance and performance herewith. Any waiver by the Holder of
any  Event  of  Default  shall  not  waive or affect any other Event of Default,
whether  such Event of Default is prior or subsequent thereto and whether of the
same  or a different type. None of the undertakings, agreements and covenants of
the  Company  contained  in  this  Debenture,  and no Event of Default, shall be
deemed  to  have  been  waived by the Holder, nor may this Debenture be amended,
changed  or  modified,  unless such waiver, amendment, change or modification is
evidenced  by an instrument in writing specifying such waiver, amendment, change
or  modification  and  signed  by  the  Holder.

Article  18     Integration

This Debenture and the Transaction Documents are the FINAL AGREEMENT between the
Company  and  the  Holder  with  respect  to  the terms and conditions set forth
herein,  and, the terms of this Debenture may not be contradicted by evidence of
prior,  contemporaneous,  or  subsequent  oral  agreements  of the Parties.  The
execution  and  delivery  of  this  Debenture  is  done  in conjunction with the
execution  of  the  Transaction  Documents,  as  defined  in  Article  16.

Article  19     Failure  To  Meet  Obligations  by  the  Company

           The  Company  acknowledges that its failure to timely meet any of its
obligations  hereunder,  including,  but  without limitation, its obligations to
make  Payments,  deliver  shares  and,  as  necessary,  to register and maintain
sufficient  number  of  Shares, will cause the Holder to suffer irreparable harm
and  that  the  actual  damage  to  the  Holder  will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Debenture a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and amount of such liquidated damages are reasonable and do not constitute
a penalty.  The payment of liquidated damages shall not relieve the Company from
its  obligations  to  deliver  the  Common  Stock  pursuant to the terms of this
Debenture.

                                      *.*.*

<PAGE>

     IN  WITNESS WHEREOF, the Company has duly executed this Debenture as of the
date  first  written  above  and  duly  authorized  to  sign  on  behalf  of:

                               SIMPLAGENEUSA,INC.
                               ------------------


   By:     /s/Paul  Roman
           --------------
 Name:     Paul  Roman
Title:     President  &  Chief  Executive  Officer

   By:     /s/Thomas  McNeill
           ------------------
 Name:     Thomas  McNeill
Title:     Vice  President  &  Chief  Financial  Officer


                              DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                              DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
                              BY  ITS  GENERAL  PARTNER  DUTCHESS
                              CAPITAL  MANAGEMENT,  LLC


   By:     /s/Douglas  H.  Leighton
           ------------------------
 Name:     Douglas  H.  Leighton
Title:     A  Managing  Member


<PAGE>

                                    Exhibit A

                              NOTICE OF CONVERSION
                              --------------------

     (To be Executed by the Registered Owner in order to Convert Debenture)
SIMPLAGENE  USA,  INC.

     The  undersigned  hereby  irrevocably  elects,  as  of ________________, to
convert  $________________  of  its convertible debenture (the "Debenture") into
Common Stock of  SIMPLAGENE USA, INC.(the "Company") according to the conditions
set  forth  in  the  Debenture  issued  by  the  Company.

Date  of  Conversion________________________________________________


Applicable  Conversion  Price________________________________________


Number  of  Common  Shares  Issuable upon this Conversion_______________________


Name(Print)___________Dutchess__________________________________

Address______________50  Commonwealth  Ave,  Boston,  MA  02116_____________
                     ------------------------------------------


Phone_____617-301-4700_____________  Fax________617-249-0947___________
          ------------                          ------------





                    By:_______________________________________
                                  Douglas  Leighton