EXHIBIT 10.7

                                FIRST DEBENTURE A

NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE  STATE  SECURITIES  LAWS.

US  $498,750                                                   OCTOBER  9,  2003

                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2008

     THIS  DEBENTURE  of OS MXM, Inc., a Delaware corporation (the "Company") in
the  aggregate  principal  amount  of  Four  Hundred Ninety Eight Thousand Seven
Hundred  Fifty  Dollars  (US  $498,750),  is  designated  as  its  $498,750,  1%
Convertible  Debenture  due  October  9,  2008  (the  "Debentures").

     FOR VALUE RECEIVED, the Company promises to pay to HEM Mutual Assurance LLC
or  its  registered  assigns  (the  "Holder"), the principal sum of Four Hundred
Ninety  Eight Thousand Seven Hundred Fifty Dollars (US $498,750), on or prior to
October  9,  2008 (the "Maturity Date") and to pay interest to the Holder on the
principal  sum at the rate of one percent (1%) per annum.  Interest shall accrue
daily  commencing  on the Original Issuance Date (as defined in Section 1 below)
in  the  form  of  cash  or  common  stock of the Company selected by the Holder
subject  to  the provisions of Section 2(b) hereof, until payment in full of the
principal  sum,  together with all accrued and unpaid interest, has been made or
duly  provided for.  If at any time after the Original Issuance Date an Event of
Default  has  occurred  and  is continuing, interest shall accrue at the rate of
fifteen  percent  (15%)  per annum from the date of the Event of Default and the
applicable  cure period through and including the date of payment.  Interest due
and  payable  hereunder shall be paid to the person in whose name this Debenture
(or  one  or  more  successor  Debentures)  is  registered on the records of the
Company  regarding  registration and transfers of the Debentures (the "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
             --------  -------
this  Debenture  shall arise only if such transfer, sale or other disposition is
made  in  accordance with the terms and conditions hereof and of the Convertible
Debenture  Purchase  Agreement  (the  "Purchase  Agreement")  by and between the
Company  and  the Purchaser (as such term is defined in the Purchase Agreement),
dated  as  of  October 9, 2003, as the same may be amended from time to time.  A
transfer  of  the  right  to receive principal and interest under this Debenture
shall  be  transferable  only  through  an  appropriate  entry  in the Debenture
Register  as  provided  herein.

     If the Company in order to consummate a merger (the "Merger") enters into a
merger  agreement  or  similar  agreement  with  other  parties  (the  "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger  assume  all of the obligations, jointly and severally, with the Company,


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under  this Debenture and substitute the Company's Common Stock, into which this
Debenture  is  convertible,  for common stock of such Merger Partner ("MP Common
Stock")  including  depositing  10,000,000  shares  of MP Common Stock with  the
Escrow  Agent  (as  defined  in the Purchase Agreement).  If and when the Merger
occurs,  at the time such Merger is effective, the Escrow Agent will deliver the
Company's  Common Stock being held in accordance with the Purchase Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to  Company  Common  Stock  shall  be references to MP Common Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common  Stock as if this Debenture were issued on the date hereof by the MP that
issued  the MP Common Stock and the Company shall have no further obligations to
issue  shares  of  Common  Stock  hereunder.  For the benefit of the Holder, the
Company  shall  use  its  best  efforts  to  effectuate  the  intentions of this
paragraph.

     If  there is a Merger all of the provisions of this Debenture (specifically
including  Section  4)  shall  be  read and interpreted as if this Debenture was
issued  by the Merger Partner issuing the MP Common Stock on the date hereof and
this  Debenture  was  initially  convertible  into  MP  Common  Stock.

     This  Debenture  is  subject  to  the  following  additional  provisions:

     Section  1.     Definitions.  Capitalized  terms  used  and  not  otherwise
     ----------      -----------
defined  herein  shall  have  the  meanings  given  such  terms  in the Purchase
Agreement.  As  used  in  this  Agreement,  the  following  terms shall have the
following  meanings:

     "Adjusted  Conversion Price" means the lesser of the Fixed Conversion Price
or  the  Floating  Conversion Price one day prior to the record date set for the
determination  of  stockholders  entitled  to  receive dividends, distributions,
rights  or  warrants  as  provided  for  in  Sections  4(c)(ii), (iii) and (iv).

     "Company"  shall mean the Company (as defined in the Purchase Agreement) or
in  the  event there is a Merger, shall mean such Merger Partner that issues the
MP  Common  Stock.

     "Common  Stock"  shall  mean  the  Common Stock (as defined in the Purchase
Agreement)  and  in  the event there is a Merger, shall mean the MP Common Stock
(as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or  stock  dividend  from  the  date the Purchase Agreement is
signed).

     "Conversion  Date" shall have the meaning set forth in Section 4(a) hereof.

     "Conversion  Ratio"  means, at any time, a fraction, the numerator of which
is  the  then  outstanding  principal  amount represented by the Debentures plus
accrued  but  unpaid  interest  thereon,  and  the  denominator  of which is the
conversion  price  at  such  time.

     "Fixed  Conversion Price" shall have the meaning set forth in Section 4(c)i
hereof.

     "Floating  Conversion  Price"  shall  have the meaning set forth in Section
4(c)i  hereof.

     "Notice  of  Conversion"  shall  have the meaning set forth in Section 4(a)
hereof.


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     "Original  Issuance Date" shall mean the date of the first issuance of this
Debenture  regardless  of  the  number  of  transfers  hereof.

     Section  2.     Denominations  of  Debentures; Interest on Debentures.  The
     ----------      -----------------------------------------------------
Debentures  are  exchangeable  for  an  equal  aggregate  principal  amount  of
Debentures  of  different  authorized  denominations, as requested by the Holder
surrendering  the  same, but shall not be issuable in denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the  Holder  will  be  made  for  such  registration  of  transfer  or exchange.
     Section  3.     Events  of  Default  and  Remedies.
     ----------      ----------------------------------
     I.     "Event of Default," when used herein, means any one of the following
events  (whatever  the  reason  and whether any such event shall be voluntary or
involuntary  or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental  body):

     (a)     any  default in the payment of the principal of or interest on this
Debenture  as  and  when  the  same  shall  become due and payable either at the
Maturity  Date,  by  acceleration,  conversion,  or  otherwise;

     (b)     the  Company  shall  fail to observe or perform any other covenant,
agreement  or  warranty  contained  in,  or otherwise commit any breach of, this
Debenture,  and  such failure or breach shall not have been remedied within five
(5)  Business  Days  of  its  receipt  of  notice  of  such  failure  or breach;

     (c)     the  occurrence  of  any  event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a  cure  period,  such failure or breach shall not have been remedied within the
cure  period  provided  for  therein;

     (d)     the  Company  or any of its Subsidiaries shall commence a voluntary
case  under  the  United States Bankruptcy Code as now or hereafter in effect or
any  successor  thereto  (the  "Bankruptcy  Code");  or  an  involuntary case is
commenced  against the Company under the Bankruptcy Code and the petition is not
controverted  within  thirty  (30)  days,  or is not dismissed within sixty (60)
days,  after  commencement  of  the  case;  or  a "custodian" (as defined in the
Bankruptcy  Code)  is  appointed for, or takes charge of, all or any substantial
part  of  the  property  of  the  Company  or  the  Company  commences any other
proceeding  under any reorganization, arrangement, adjustment of debt, relief of
debtors,  dissolution,  insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is  commenced  against the Company any such proceeding which remains undismissed
for  a  period  of  sixty  (60) days; or the Company is adjudicated insolvent or
bankrupt;  or  any  order  of  relief  or other order approving any such case or
proceeding  is  entered; or the Company suffers any appointment of any custodian
or  the  like  for  it  or  any substantial part of its property which continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a  general assignment for the benefit of creditors; or the Company shall fail to
pay,  or  shall state in writing that it is unable to pay its debts generally as
they  become  due;  or  the Company shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or


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acquiescence  in any of the foregoing; or any corporate or other action is taken
by  the  Company  for  the  purpose  of  effecting  any  of  the  foregoing;

     (e)     the  Company  shall  default  in  any  of its obligations under any
mortgage,  indenture  or instrument under which there may be issued, or by which
there  may be secured or evidenced, any indebtedness of the Company in an amount
exceeding  One Hundred Thousand Dollars ($100,000.00), whether such indebtedness
now  exists  or shall hereafter be created and such default shall result in such
indebtedness  becoming  or  being  declared due and payable prior to the date on
which  it  would  otherwise  become  due  and  payable;

     (f)     the Company shall have its Common Stock deleted or delisted, as the
case  may  be,  from  the  American  Stock  Exchange,  OTCBB  or  other national
securities  exchange  or market on which such Common Stock is listed for trading
or  suspended from trading thereon, and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of  such  deletion  or  delisting;

     (g)     notwithstanding anything herein to the contrary, but subject to the
limitations  set  forth  in the Debentures, the Company shall fail to deliver to
the  Escrow  Agent share certificates representing the shares of Common Stock to
be issued upon conversion of the Debentures within three (3) Business Days after
to  the  Company's  receipt  of notice from the Escrow Agent to the Company that
additional  shares  of Common Stock are required to be placed in escrow pursuant
to  Section  4.14  of the Purchase Agreement, Article 2 of the Escrow Agreement,
and/or  Section  4(b)  of  this  Debenture;

     (h)     the Company shall issue a press release, or otherwise make publicly
known,  that it is not honoring a properly executed and duly delivered Notice of
Conversion  complying  with  the terms of this Debenture, the Purchase Agreement
and  the  Escrow  Agreement,  for  any  reason  whatsoever;  and

     (i)     the  Company  issues  or  enters  into  an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to  Rule 504 of Regulation D promulgated under the Securities Act, other than to
the  Purchaser or any of its Affiliates or assigns, during the period commencing
on  the date hereof and ending on the four month anniversary of the Post-Closing
Date.

     II.  (a)     If  any  Event  of Default occurs, and continues beyond a cure
period,  if  any,  then  the  Holder  may,  by  written  notice  to the Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which  are  waived  by the Company, notwithstanding anything contained herein to
the  contrary,  and  the  Holder  may  immediately and without expiration of any
additional grace period enforce any and all of its rights and remedies hereunder
and  all  other remedies available to it under applicable law.  Such declaration
may  be  rescinded  and  annulled  by  the  Holder  at any time prior to payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default  or impair any right consequent thereon.  This shall include, but not be


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limited  to  the right to temporary, preliminary and permanent injunctive relief
without  the  requirement  of  posting  any  bond  or  undertaking.

     (b)     The  Holder may thereupon proceed to protect and enforce its rights
either  by  suit  in  equity  and/or  by  action  at law or by other appropriate
proceedings  whether  for  the  specific performance (to the extent permitted by
law)  of  any covenant or agreement contained in this Debenture or in aid of the
exercise  of  any  power  granted  in this Debenture, and proceed to enforce the
payment  of  any of the Debentures held by it, and to enforce any other legal or
equitable  right  of  such  Holder.

     (c)     Except  as  expressly provided for herein, the Company specifically
(i)  waives  all  rights  it  may  have  (A)  to notice of nonpayment, notice of
default,  demand, presentment, protest and notice of protest with respect to any
of  the  obligations  hereunder  or the shares of Common Stock and (B) notice of
acceptance  hereof  or  of any other action taken in reliance hereon, notice and
opportunity  to  be  heard  before the exercise by the Holder of the remedies of
self-help,  set-off,  or  other  summary  procedures  and  all other demands and
notices  of  any  type  or description except for cure periods, if any; and (ii)
releases  the  Holder,  its officers, directors, agents, employees and attorneys
from  all  claims  for loss or damage caused by any act or failure to act on the
part  of  the  Holder,  its officers, attorneys, agents, directors and employees
except  for  gross  negligence  or  willful  misconduct.

     (d)     As  a  non-exclusive  remedy,  upon  the  occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and  accrued interest thereon at the lesser of the Fixed Conversion Price or the
Floating  Conversion  Price  upon  giving a Notice of Conversion to the Company.
Except  as  otherwise  provided  herein, the Company shall not have the right to
object  to the conversion or the calculation of the applicable conversion price,
absent  manifest  error  and the Escrow Agent shall release the shares of Common
Stock  from  escrow  upon  notifying  the  Company  of  the  conversion.

     III.     To  effectuate  the  terms  and  provision  of this Debenture, the
Holder  may  give  notice  of  any  default to the Attorney-in-Fact as set forth
herein  and  give  a  copy  of  such  notice  to  the  Company  and its counsel,
simultaneously,  and  request  the  Attorney-in-Fact to comply with the terms of
this  Debenture  and  the  Purchase  Agreement  and  all agreements entered into
pursuant  to  the  Purchase  Agreement  on  behalf  of  the  Company.

     Section  4.     Conversion.
     ----------      ----------
     (a)     Except  as otherwise set forth herein or in the Purchase Agreement,
the  unpaid  principal amount of this Debenture shall be convertible into shares
of  Common  Stock  at  the Conversion Ratio as defined above, and subject to the
Limitation on Conversion described in Section 4.18 of the Purchase Agreement, at
the  option  of  the Holder, in whole or in part, at any time, commencing on the
Original  Issuance  Date.  Such  shares  of  Common  Stock  shall be without any
restriction  and  freely  tradable  pursuant  to Rule 504 of Regulation D of the
Securities  Act.  Any  conversion under this Section 4(a) shall be for a minimum
principal  amount  of  $1,000.00 of the Debentures plus the interest accrued and
due  thereon.  The Holder shall effect conversions by surrendering the Debenture
to  be  converted to the Escrow Agent, together with the form of notice attached
hereto as Appendix I ("Notice of Conversion") in the manner set forth in Section


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4(j)  hereof.  Each  Notice  of Conversion shall specify the principal amount of
Debentures  to  be  converted  and  the  date  on which such conversion is to be
effected  (the  "Conversion  Date")  which  date  shall not be less than two (2)
Business  Days  after the date on which the Notice of Conversion is delivered to
the  Escrow  Agent.  Subject  to the last paragraph of Section 4(b) hereof, each
Notice  of  Conversion,  once  given,  shall  be  irrevocable.  If the Holder is
converting  less  than all of the principal amount represented by the Debentures
tendered by the Holder in the Notice of Conversion, the Company shall deliver to
the  Holder  a new Debenture for such principal amount as has not been converted
within  two  (2)  Business  Days  of the Conversion Date.  In the event that the
Escrow  Agent  holds  the Debentures on behalf of the Holder, the Company agrees
that  in  lieu of surrendering the Debentures upon every partial conversion, the
Escrow  Agent shall give the Company and the Holder written notice of the amount
of  the  Debentures left unconverted.  Upon conversion in full of the Debentures
or  upon the Maturity Date, the Escrow Agent shall return the Debentures and the
Escrow  Shares,  if  any,  to  the  Company  for  cancellation.

     (b)     Not later than two (2) Business Days after the Conversion Date, the
Escrow  Agent  shall  deliver  to  the  Holder (i) a certificate or certificates
representing  the  number  of  shares  of  Common  Stock being acquired upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have  been  surrendered  to the Company, the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of  the  Debentures  not  yet converted;
provided, however, that the Company shall not be obligated to issue certificates
          -------
evidencing  the  shares  of  Common  Stock  issuable  upon  conversion  of  the
Debentures,  until  the  Debentures  are  either delivered for conversion to the
Escrow  Agent  or the Company or any transfer agent for the Debentures or Common
Stock,  or  the Holder notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and  an agreement
reasonably  acceptable  to  the  Company  indemnifying the Company from any loss
incurred  by it in connection with such loss, theft or destruction.  In the case
of  a  conversion  pursuant  to  a  Notice of Conversion, if such certificate or
certificates are not delivered by the date required under this Section 4(b), the
Holder  shall  be  entitled, upon providing written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind  such  conversion,  in which event, the Company shall immediately return
the  Debentures  tendered  for  conversion.

     Subject to any limitations set forth in the Purchase Agreement, the Company
agrees that at any time the conversion price of the Debentures are such that the
number  of  Escrow  Shares is less than 200% of the Full Conversion Shares, upon
five  (5) Business Days of the Company's receipt of  notice of such circumstance
from  the  Purchaser  and/or  the  Escrow  Agent,  the Company shall issue share
certificates  in  the  name  of the Purchaser and deliver the same to the Escrow
Agent,  in  such number that the new number of Escrow Shares is equal to 200% of
the  Full  Conversion  Shares.

     (c)          The  conversion  price  for  the  Debentures  in effect on any
Conversion  Date shall be the LESSER of (a) $1.25 (the "Fixed Conversion Price")
                              ------
OR (b) one hundred percent (100%) of the average of the three (3) lowest closing
bid  prices  per  share  of  the Common Stock during the forty (40) Trading Days
immediately  preceding  the  Conversion  Date (the "Floating Conversion Price");
For purposes of determining the closing bid price on any day, reference shall be
to  the  closing bid price for a share of Common Stock on such date on the OTCBB


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(or  such  other exchange, market, or other system that the Common Stock is then
traded  on),  as  reported on Bloomberg, L.P. (or similar organization or agency
succeeding  to  its  functions  of  reporting  prices).

          (ii)     If  the  Company, at any time while any of the Debentures are
outstanding,  (a) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of  its Common Stock payable in shares of its capital
stock  (whether payable in shares of its Common Stock or of capital stock of any
class), (b) subdivide outstanding shares of Common Stock into a larger number of
shares,  (c) combine outstanding shares of Common Stock into a smaller number of
shares,  or  (d)  issue  by  reclassification any shares of capital stock of the
Company,  the  Fixed  Conversion  Price  as  applied in Section 4(c)(i) shall be
multiplied  by  a fraction, the numerator of which shall be the number of shares
of Common Stock of the Company outstanding immediately before such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after giving effect to such event.  Any adjustment made pursuant to
this  Section  4(c)(ii) shall become effective immediately after the record date
for  the  determination  of  stockholders  entitled  to receive such dividend or
distribution  and shall become effective immediately after the effective date in
the  case  of  a  subdivision, combination or reclassification, provided that no
adjustment  shall  be  made  if  the  Company  does  not complete such dividend,
distribution,  subdivision,  combination  or  reclassification.

          (iii)     If, at any time while any of the Debentures are outstanding,
the  Company  issues  or  sells  shares of Common Stock, or options, warrants or
other  rights  to  subscribe  for  or purchase shares of Common Stock (excluding
shares  of  Common  Stock issuable upon the conversion of the Debentures or upon
the exercise of options, warrants or conversion rights granted prior to the date
hereof)  and  at  a  price  per  share  less than the Per Share Market Value (as
defined  in  the  Purchase  Agreement)  of  the  Common  Stock at the issue date
mentioned  below,  the Fixed Conversion Price shall be multiplied by a fraction,
the  numerator of which shall be the number of shares of Common Stock (excluding
treasury  shares,  if  any)  outstanding on the date of issuance of such shares,
options,  warrants  or  rights  plus  the  number  of shares which the aggregate
offering  price  of the total number of shares so offered would purchase at such
Per  Share  Market  Value,  and  the denominator of which shall be the number of
shares  of  Common  Stock (excluding treasury shares, if any) outstanding on the
date  of  issuance  of  such  options,  rights  or  warrants  plus the number of
additional  shares  of  Common Stock offered for subscription or purchase.  Such
adjustment  shall  be  made whenever such options, rights or warrants are issued
(and  if  such  adjustment is made, no further adjustment will be made when such
options,  rights  or  warrants  are  exercised),  and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to  receive  such  options, rights or warrants.  However, upon the expiration of
any  options,  right  or warrant to purchase Common Stock, the issuance of which
resulted  in an adjustment in the conversion price designated in Section 4(c)(i)
hereof pursuant to this Section 4(c)(iii), if any such options, right or warrant
shall expire and shall not have been exercised, the Fixed Conversion Price shall
immediately  upon  such  expiration be recomputed and effective immediately upon
such  expiration  be  increased  to  the  price  which  it  would have been (but
reflecting  any  other  adjustments in the conversion price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the  adjustment  of the conversion price made upon the issuance of such options,
rights  or  warrants  been  made  on  the  basis of offering for subscription or
purchase  only that number of shares of Common Stock actually purchased upon the


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exercise  of such options, rights or warrants actually exercised.  There will be
no  adjustment under this Section 4(c)(iii) if Common Stock is issued due to the
exercise of (x) employee stock options that were issued to such employee, or (y)
other  options,  warrants  or  rights  to subscribe for or purchase that, in any
case,  are issued at an exercise or subscription price equal to Per Share Market
Value.

          (iv)     If, at any time while Debentures are outstanding, the Company
distributes  to  all  holders of Common Stock (and not to holders of Debentures)
evidences  of Company indebtedness or assets, or rights or warrants to subscribe
for  or  purchase any security (excluding those referred to in Section 4(c)(iii)
hereof),  then,  in each such case, the conversion price at which each Debenture
then  outstanding  shall  thereafter  be  convertible  shall  be  determined  by
multiplying  (A)  the  Fixed Conversion Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the Per Share Market
Value  of the Common Stock determined as of the record date mentioned above less
the  then fair market value at such record date of the portion of such assets or
evidence  of  indebtedness so distributed applicable to one outstanding share of
Common  Stock  as  determined  by  the  Board of Directors in good faith and the
denominator  of which shall be the Per Share Market Value of the Common Stock on
such  record  date;  provided,  however,  that  in  the  event of a distribution
                     --------   -------
exceeding  ten  percent (10%) of the net assets of the Company, such fair market
value  shall  be  determined  by  a  nationally  recognized  or  major  regional
investment  banking  firm or firm of independent certified public accountants of
nationally  recognized  standing  (which may be the firm that regularly examines
the financial statements of the Company) (an "Appraiser") selected in good faith
by  the  holders  of  a  majority of the principal amount of the Debentures then
outstanding;  and  provided,  further,  that  the  Company, after receipt of the
                   --------   -------
determination  by  such  Appraiser, shall have the right to select an additional
Appraiser, in which case such fair market value shall be equal to the average of
the determinations by each such Appraiser.  In either case the adjustments shall
be  described  in  a  statement  provided to the Holder and all other holders of
Debentures  of the portion of assets or evidences of indebtedness so distributed
or  such  subscription  rights  applicable  to  one share of Common Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective  immediately after the record date mentioned above.  The Company shall
pay all fees and expenses of any Appraiser selected under this Section 4(c)(iv).

          (v)     All  calculations  under  this  Section 4 shall be made to the
nearest  1/1000th  of a cent or the nearest 1/1000th of a share, as the case may
be.  Any  calculation equal to or over .005 shall be rounded up to the next cent
or  share  and  any  calculation  less  than  .005  shall be rounded down to the
previous  cent  or  share.

          (vi)     In the event the conversion price is not adjusted pursuant to
Section  4(c)(ii)  or (v), within two (2) Business Days following the occurrence
of  an  event described therein and, in the case of Section 4c(iv), within three
(3)  Business  Days  following the determination of the fair market value by the
Appraiser(s),  the  Holder shall have the right to require the Company to redeem
the  Debentures at 140% of the Purchase Price and simultaneously pay such amount
and  all  accrued  interest  and dividends to the Holder pursuant to the written
instructions  provided  by  the  Holder.  The Company will have two (2) Business


<PAGE>

Days  to  make  the appropriate adjustment from the time the Company is provided
with  written notice from the Holder of a failure to comply with this Section 4.

          (vii)     Whenever  the Fixed Conversion Price is adjusted pursuant to
Section  4(c)(ii),(iii)  or (iv), the Company shall within two (2) Business Days
after  the  determination of the new Fixed Conversion Price mail and fax (in the
manner  set forth in Section 4(j) hereof) to the Holder and to each other holder
of  Debentures,  a  notice  ("Company  Notice  of  Conversion Price Adjustment")
setting forth the Fixed Conversion Price after such adjustment and setting forth
a  brief  statement  of  the  facts  requiring  such  adjustment.

          (viii)     In  case  of  any reclassification of the Common Stock, any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  each  holder  of  Debentures then
outstanding shall have the right thereafter to convert such Debentures only into
the  shares of stock and other securities and property receivable upon or deemed
to  be  held  by  holders  of  Common  Stock  following  such  reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the Holder shall
be  entitled upon such event to receive such amount of securities or property as
the  holder  of shares of the Common Stock into which such Debentures could have
been  converted  immediately  prior  to  such  reclassification,  consolidation,
merger, sale, transfer or share exchange would have been entitled.  The terms of
any  such  consolidation, merger, sale, transfer or share exchange shall include
such  terms  so  as  to  continue to give to the Holder the right to receive the
securities  or property set forth in this Section 4(c)(viii) upon any conversion
following  such  consolidation,  merger, sale, transfer or share exchange.  This
provision shall similarly apply to successive reclassifications, consolidations,
mergers,  sales,  transfers  or  share  exchanges;

          (ix)     If:

               (A)  the  Company  shall  declare  a  dividend  (or  any  other
distribution)  on  its  Common  Stock;  or

               (B)  the  Company  shall  declare  a  special  non-recurring cash
dividend  redemption  of  its  Common  Stock;  or

               (C)  the  Company shall authorize the grant to all holders of the
Common  Stock  rights  or  warrants  to  subscribe for or purchase any shares of
capital  stock  of  any  class  or  of  any  rights;  or

               (D)  the  approval  of  any  stockholders of the Company shall be
required  in  connection  with  any  reclassification of the Common Stock of the
Company  (other  than  a subdivision or combination of the outstanding shares of
Common  Stock), any consolidation or merger to which the Company is a party, any
sale  or  transfer  of all or substantially all of the assets of the Company, or


<PAGE>

any  compulsory  share exchange whereby the Common Stock is converted into other
securities,  cash  or  property;  or

               (E)  the  Company  shall  authorize  the voluntary or involuntary
dissolution,  liquidation  or  winding-up  of  the  affairs  of  the  Company;

then the Company shall cause to be filed at each office or agency maintained for
the  purpose of conversion of Debentures, and shall cause to be mailed and faxed
to  the  Holder  and each other holder of the Debentures at their last addresses
and  facsimile  number  set forth in the Debenture Register at least twenty (20)
calendar  days  prior  to  the  applicable  record or effective date hereinafter
specified,  a  notice  stating (x) the date on which a record is to be taken for
the  purpose  of such dividend, distribution, redemption, rights or warrants, 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 dividend, distributions, redemption, rights or
warrants  are  to be determined, or (y) the date on which such reclassification,
consolidation,  merger, sale, transfer, share exchange, 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  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation,  merger, sale, transfer, share exchange,
dissolution,  liquidation  or winding-up; provided, however, that the failure to
                                          --------  -------
mail  such  notice  or  any  defect  therein or in the mailing thereof shall not
affect  the  validity  of  the corporate action required to be specified in such
notice.

     (d)     If  at  any  time  conditions  shall  arise  by reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the  Board  of  Directors of the Company, is not adequately covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the  Holder  and  all  other holders of Debentures (different or distinguishable
from  the  effect  generally  on rights of holders of any class of the Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the  effective date of such action, mail and fax a written notice to each holder
of  Debentures  briefly  describing  the  action  contemplated, and an Appraiser
selected  by  the  holders  of  majority  in principal amount of the outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with  the  standards established in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment  as  to  the  securities into which Debentures may thereafter be
convertible)  and  any  distribution  which  is or would be required to preserve
without  diluting  the  rights  of the holders of Debentures; provided, however,
                                                              --------  -------
that  the  Company,  after receipt of the determination by such Appraiser, shall
have  the  right to select an additional Appraiser, in which case the adjustment
shall  be  equal  to  the  average  of  the adjustments recommended by each such
Appraiser.  The  Company  shall  pay  all  fees  and  expenses  of any Appraiser
selected  under  this  Section 4(d). The Board of Directors of the Company shall
make  the  adjustment  recommended forthwith upon the receipt of such opinion or
opinions  or  the  taking  of  any such action contemplated, as the case may be;
provided, however, that no such adjustment of the conversion price shall be made
    ----  -------
which,  in  the  opinion  of  the  Appraiser(s)  giving the aforesaid opinion or
opinions,  would  result  in  an  increase  of  the  conversion  price above the
conversion  price  then  in  effect.


<PAGE>

     (e)     Subject  to  the  terms and limitations set forth in the Debentures
and the Purchase Agreement, including without limitation, Sections 4.14 and 4.28
thereof,  the  Company covenants and agrees that it shall, at all times, reserve
and  keep  available  out of its authorized and unissued Common Stock solely for
the  purpose  of  issuance upon conversion of the Debentures as herein provided,
free  from  preemptive  rights or any other actual contingent purchase rights of
persons  other  than  the Holder of the Debentures, two (2) times such number of
shares of Common Stock as shall be issuable (taking into account the adjustments
and restrictions of Section 4(c) and Section 4(d) hereof) upon the conversion of
the  aggregate  principal  amount  of  the  outstanding Debentures.  The Company
covenants  that,  subject to the limitations set forth in this Section 4(e), all
shares  of Common Stock that shall be issuable upon conversion of the Debentures
shall,  upon  issuance, be duly and validly authorized and issued and fully paid
and  non-assessable.

     (f)     No  fractional  shares  of  Common  Stock  shall be issuable upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to  the  nearest  whole  share.  If  a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by  issuing  to  the  Holder  an  additional  full  share  of  Common  Stock.

     (g)     The  issuance of a certificate or certificates for shares of Common
Stock  upon  conversion  of  the  Debentures shall be made without charge to the
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issuance or delivery of such certificate, provided that the Company shall
not  be  required  to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in
a  name  other  than that of the Holder and the Company shall not be required to
issue  or  deliver  such  certificates  unless  or  until  the person or persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such  tax or shall have established to the satisfaction of the Company that such
tax  has  been  paid.

     (h)     The  Debentures  converted into Common Stock shall be canceled upon
conversion.

     (i)     On  the  Maturity  Date,  the  unconverted  principal amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or,  if  payment  in  full is not received within two (2) Business Days
after  the  Maturity  Date, convert automatically into shares of Common Stock at
the  lesser  of  the Fixed Conversion Price and the Floating Conversion Price as
set  forth  in  Section  4(c)(i).

     (j)     Each Notice of Conversion shall be given by facsimile to the Escrow
Agent  no later than 4:00 pm New York time on any Business Day.  Upon receipt of
such  Notice  of  Conversion,  the  Escrow  Agent  shall  forward such Notice of
Conversion  to the Company by facsimile by 6:00 p.m. New York time on the day on
which  the  Escrow  Agent  receives  the  Notice of Conversion, at the facsimile
telephone  number and address of the principal place of business of the Company.
Any  such  notice  shall  be deemed given and effective upon the transmission of
such  facsimile  at  the  facsimile  telephone  number specified in the Purchase
Agreement  (with  printed  confirmation of transmission).  In the event that the
Escrow  Agent receives the Notice of Conversion after 4:00 p.m. New York time or
the  Company  receives the Notice of Conversion after 6:00 p.m. New York time on
such  day,  or  the  Holder  receives  the  Company  Notice  of Conversion Price


<PAGE>

Adjustment  after  6:00  p.m.  New York time, any such notice shall be deemed to
have  been  given  on  the  next  Business  Day.

     Section  5.     Redemption  of  Debentures.  (a)  At  any  time  after  the
     ----------      --------------------------
Execution  Date,  so  long  as  no  Event of Default has occurred and, if a cure
period  is  provided,  has  not been cured, the Company shall have the option to
redeem  any  unconverted amount of the Debentures, either in part or whole, upon
no  less than thirty (30) days written notice thereof given to the Holder with a
copy to the Escrow Agent (the "Redemption Notice"), at one hundred sixty percent
(160%) of the unconverted amount of the Debentures plus accrued interest thereon
(the  "Redemption  Price").  Notwithstanding  anything  contained  herein to the
contrary,  if  the Company decides to redeem the outstanding principal amount of
the  Debenture under the second proviso in the first sentence of Section 4(c)(i)
of  this  Debenture,  the  Company shall have three (3) Business Days from their
decision  to redeem the Debenture in order to effectuate  the redemption of such
principal  amount  of  the  outstanding  Debenture.

     (b)     Within  three  (3)  Business  Days  prior  to  the  date  fixed for
redemption  in  the  Redemption Notice, the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the  Redemption  Price,  on such redemption date, the Escrow Agent shall release
the  Redemption  Price to the Holder and return the remaining Debentures, Escrow
Shares  and  Underlying  Shares  to  the  Company.

     (c)     In the event that the Company fails to deposit the Redemption Price
in  the  Escrow Agent's IOLA account number within the time allocated in Section
5(b)  hereof,  then  the  redemption  shall  be  declared  null  and  void.

     Section  6.     Intentionally  Omitted.
     ----------      -----------------------

     Section  7.     Absolute  Payment  Obligation;  Limitation  on  Prepayment.
     ----------      ----------------------------------------------------------
Except  as expressly provided herein, no provision of this Debenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay  the  principal  of, and interest on, this Debenture at the time, place, and
rate,  and  in  the  coin  or  currency, herein prescribed.  This Debenture is a
direct  obligation  of  the  Company.  This  Debenture ranks pari passu with all
other  Debentures now or hereafter issued under the terms set forth herein.  The
Company  may  not  prepay any portion of the outstanding principal amount on the
Debentures  except in accordance with the Purchase Agreement or Sections 4(c)(i)
or  5  hereof.

     Section  8.     No  Rights  of  Stockholders.  Except as otherwise provided
     -----------     ----------------------------
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to  any  of  the  rights  of  a  stockholder  of  the Company, including without
limitation,  the right to vote on or consent to any action, to receive dividends
and  other distributions, or to receive any notice of, or to attend, meetings of
stockholders  or  any other proceedings of the Company, unless and to the extent
converted  into  shares  of  Common  Stock  in accordance with the terms hereof.

     Section  9.     Loss,  Theft, Mutilation or Destruction.  If this Debenture
     -----------     ---------------------------------------
shall  be  mutilated,  lost,  stolen or destroyed, the Company shall execute and
deliver,  in  exchange and substitution for and upon cancellation of a mutilated
Debenture,  or  in  lieu  of  or in substitution for a lost, stolen or destroyed
Debenture,  a  new  Debenture  for  the  principal  amount  of this Debenture so


<PAGE>

mutilated,  lost,  stolen  or destroyed but only upon receipt of an affidavit of
such  loss,  theft  or  destruction  of such Debenture, and, if requested by the
Company,  an agreement to indemnity the Company in form reasonably acceptable to
the  Company.

     Section  10.     Governing  Law.  This  Debenture  shall be governed by and
     ------------     --------------
construed  and enforced in accordance with the internal laws of the State of New
York  without  regard to the principles of conflicts of law thereof.  Any action
to  enforce  the  terms  of  this Debenture, the Purchase Agreement or any other
Transaction  Document  shall  be exclusively brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the  Holder to enforce the terms of this Debenture may be made by serving a copy
of  the  summons  and complaint, in addition to any other relevant documents, by
commercial  overnight  courier  to  the  Company at its address set forth in the
Purchase  Agreement.

     Section  11.     Notices.  Any  notice,  request,  demand, waiver, consent,
     ------------     -------
approval  or  other  communication which is required or permitted to be given to
any  party  hereunder shall be in writing and shall be deemed duly given only if
delivered  to  the  party  personally  or  sent  to  the party by facsimile upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or  certified  mail (return receipt requested), with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one  day  after being mailed, addressed to the party at its
address  as  set  forth  in  Section 7.3 of the Purchase Agreement or such other
address  as may be designated hereafter by notice given pursuant to the terms of
this  Section  11.
      -----------

     Section  12.     Waiver.  Any  waiver  by  the  Company  or the Holder of a
     ------------     ------
breach  of  any provision of this Debenture shall not operate as or be construed
to  be  a  waiver  of any other breach of such provision or of any breach of any
other  provision of this Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to  any  term  of this Debenture on one or more
occasions  shall  not  be considered a waiver or deprive that party of the right
thereafter  to  insist  upon  strict adherence to that term or any other term of
this  Debenture  in  any  other  occasion.  Any  waiver  must  be  in  writing.

     Section  13.     Invalidity.  If any provision of this Debenture is held to
     ------------     ----------
be invalid, illegal or unenforceable, the balance of this Debenture shall remain
in  effect,  and  if  any  provision is held to be inapplicable to any person or
circumstance,  it  shall nevertheless remain applicable to all other persons and
circumstances.

     Section  14.     Payment  Dates.  Whenever  any payment or other obligation
     ------------     --------------
hereunder shall be due on a day other than a Business Day, such payment shall be
made  on  the  next  following  Business  Day.

     Section  15.     Transfer;  Assignment.  This  Debenture  may  not  be
     ------------     ---------------------
transferred  or assigned, in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities  laws.

     Section  16.     Future  Financing.  If,  at  any  time  this  Debenture is
     -----------      -----------------
outstanding,  the  Company,  or  its  successors  in  interest  due  to mergers,
consolidations  and/or acquisitions (the "Successors-in-Interest"), is funded an


<PAGE>

amount  equal  to  or exceeding Five Million United States dollars ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal  to  One  Hundred  Fifty Percent (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the  Company or the Successors-in-Interest, as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and  the  Purchase Agreement and this Debenture shall be terminated.
This  provision  shall  survive  both  Closing  and  Post-Closing.

     Section  17.     Fees  of  Enforcement.  In  the  event any Party commences
     ------------     ---------------------
legal  action  to  enforce  its  rights under this Debenture, the non-prevailing
party  shall pay all reasonable costs and expenses (including but not limited to
reasonable  attorney's  fees,  accountant's  fees,  appraiser's  fees  and
investigative  fees)  incurred  in  enforcing  such  rights.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN  WITNESS  WHEREOF, the Company has caused this instrument to be duly executed
by  an  officer  thereunto duly authorized as of the date first above indicated.

                                         OS  MXM,  INC.


Attest:  ______________________          By:  ______________________________
                                         Name:   Jehu  Hand
                                         Title:  President and Chief Executive
                                                 Officer

<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To  be  Executed  by  the  Registered  Holder
in  order  to  Convert  the  Debentures)

Except  as  provided  by  Section 4(b) of the Debentures, the undersigned hereby
irrevocably  elects  to  convert  the  attached  Debenture into shares of Common
Stock,  par  value  $0.001  per share (the "Common Stock"), of OS MXM, Inc. (the
"Company"),  or,  if  a  Merger (as defined in the Debenture) has occurred, into
shares  of  MP  Common  Stock  (as  defined  in  the Debenture) according to the
provisions  hereof, as of the date written below.  If shares are to be issued in
the  name  of  a  person  other  than  undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto and is delivering herewith such
certificates  and  opinions as reasonably requested by the Company in accordance
therewith.  A  fee of $350 will be charged by the Escrow Agent to the Holder for
each  conversion.  No  other  fees  will  be  charged  to the Holder, except for
transfer  taxes,  if  any.



Conversion  calculations:     --------------------------------------------------
                              Date to  Effect  Conversion

                              --------------------------------------------------
                              Principal Amount of Debentures to be Converted

                              --------------------------------------------------
                              Interest to  be  Converted  or  Paid

                              --------------------------------------------------
                              Applicable  Conversion  Price (Pursuant to Section
                              4(c)(v))

                              --------------------------------------------------
                              Number of Shares  to  be  Issued  Upon  Conversion

                              --------------------------------------------------
                              Signature

                              --------------------------------------------------
                              Name

                              --------------------------------------------------
                              Address


<PAGE>