CONVERTIBLE DEBENTURE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE 504 OF REGULATION
D PROMULGATED THEREUNDER.

US $100,000

Innovative Medical Services
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CONVERTIBLE REDEEMABLE DEBENTURE
DUE July 31, 2001

THIS DEBENTURE of Innovative Medical Services, a corporation duly organized and
existing under the laws of California ("Company"), designated as its 10%
Convertible Debenture Due July 31, 2001, in an aggregate principal face amount
not exceeding One Hundred Thousand Dollars (U.S. $100,000), which Debenture is
being purchased at 100% of the face amount of such Debenture.

FOR VALUE RECEIVED, the Company promises to pay to ________________________,
the registered holder hereof and his authorized successors and permitted assigns
("Holder"), the aggregate principal face sum not to exceed One Hundred Thousand
Dollars (U.S. $100,000) on July 31, 2001 ("Maturity Date"), and to pay interest
on the principal sum outstanding, at the rate of 10% per annum commencing April
27, 2001 and due in full at the Maturity Date. Principal and interest so payable
will be paid to the person in whose name this Debenture is registered on the
records of the Company regarding registration and transfers of the Debenture
("Debenture Register"); provided, however, that the Company's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions of the
Securities Purchase Agreement dated as of April 20, 2001 between the Company and
______________________________, ("Purchase Agreement"). The principal of, and
interest on, this Debenture are payable at the address last appearing on the
Debenture Register of the Company as designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal due upon this
Debenture before or on the Maturity Date, less any amounts required by law to be
deducted or withheld, to the Holder of this Debenture by check if paid more than
10 days prior to the Maturity Date or by wire transfer and addressed to such
Holder at the last address appearing on the Debenture Register. The forwarding
of such check or wire transfer shall constitute a payment of outstanding
principal and accrued interest hereunder and shall satisfy and discharge the
liability for principal and accrued interest on this Debenture to the extent of
the sum represented by such check or wire transfer. Interest shall be payable in
Common Stock (as defined below) pursuant to paragraph 4(b) herein.


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This Debenture is subject to the following additional provisions:

1. Except for this Debenture in the principal amount of One Hundred Thousand
Dollars (U.S. $100,000) any Debenture to be issued upon transfer or partial
conversion shall be in denominations of Ten Thousand Dollars (US $10,000) and
integral multiples thereof. The Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same, but not less than U.S. $10,000.
No service charge will be made for such registration or transfer or exchange,
except that Holder shall pay any tax or other governmental charges payable in
connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts
required to be withheld under the applicable laws.

3. This Debenture may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended ("Act") and applicable state securities laws.
Prior to due presentment for transfer of this Debenture, the Company and any
agent of the Company may treat the person in whose name this Debenture is duly
registered on the Company's Debenture Register as the owner hereof for all other
purposes, whether or not this Debenture be overdue, and neither the Company nor
any such agent shall be affected or bound by notice to the contrary. Any Holder
of this Debenture, electing to exercise the right of conversion set forth in
Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prospective transferee of this Debenture, are also required to give the
Company written confirmation that the Debenture is being converted ("Notice of
Conversion") in the form annexed hereto as Exhibit A.

4. (a) The Holder of this Debenture is entitled, at its option, at any time
thirty days after the Closing of the Purchase Agreement and delivery of the
Debenture hereof, to convert all or any amount over $10,000 of the principal
face amount and accrued interest of this Debenture then outstanding into Units
each consisting of one share of Common Stock, no par value per share, of the
Company ("Common Stock") and a Common Stock Purchase Warrant to acquire as many
shares as contained in the Units in the form attached hereto as Exhibit B. The
conversion price ("Conversion Price") for each Unit shall equal to 80% of the
average closing bid price of the Common Stock of the Common Stock as reported on
the NASDAQ SmallCap Market for the five trading days immediately preceding the
date of receipt by the Company of a Notice of Conversion.. Such conversion shall
be effectuated by the Company delivering the Units to the Holder within 5
business days of receipt by the Company of the Notice of Conversion, surrender
of the Debenture to be converted to the Company, executed by the Holder of this
Debenture evidencing such Holder's intention to convert this Debenture or a
specified portion hereof, and accompanied by proper assignment hereof in blank.
No fractional shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share.

(b) At any time thirty days after the Closing of the Purchase Agreement, the
Company may give the Holder ten (10) days written notice of its intent to
accelerate the Maturity Date and pay the Debenture and the Holder during such
ten (10) days shall have the option to convert the Debenture or any part thereof
into Units at the Conversion Price set forth in paragraph 4(a) of this
Debenture.
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(c) In the event that the Holder has (i) converted all or part of the Debenture
into common stock and (ii) the Company effectuates a reverse split of the
outstanding common stock with an effective date within one hundred eighty (180)
days of the issuance of the Conversion Shares, then the Holder shall have the
right to re-submit the Conversion Notice based upon the average closing bid
price of the Common Stock of the Common Stock as reported on the NASDAQ SmallCap
Market for the ten trading days immediately following the effective date of the
reverse split. The Company agrees to issue such additional shares to the Holder
within five business days of receipt of re-submitted Conversion Notice.

5. 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 form,
herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment,
notice of non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, and diligence in taking any action to
collect amounts called for hereunder and shall be directly and primarily liable
for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable
attorneys' fees, which may be incurred by the Holder in collecting any amount
due under this Debenture.

8. If one or more of the following described "Events of Default" shall occur and
continue for 30 days, unless a different time frame is noted below:

(a) The Company shall default in the payment of principal or interest on this
Debenture; or

(b) Any of the representations or warranties made by the Company herein, in the
Purchase Agreement, or in any certificate or financial or other written
statements heretofore or hereafter furnished by or on behalf of the Company in
connection with the execution and delivery of this Debenture or the Purchase
Agreement shall be false or misleading in any material respect at the time made
or the Company shall violate any covenants in the Purchase Agreement including
but not limited to Section 5(b) or 10; or

(c) The Company shall fail to perform or observe, in any material respect, any
other covenant, term, provision, condition, agreement or obligation of the
Company under this Debenture or the Purchase Agreement and such failure shall
continue uncured for a period of thirty (30) days after notice from the Holder
of such failure; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the
benefit of creditors or commence proceedings for its dissolution; (4) apply for
or consent to the appointment of a trustee, liquidator or receiver for its or
for a substantial part of its property or business; (5) file a petition for
bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state
laws as applicable; or
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(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and shall be
discharged within thirty (30) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or any substantial portion of the properties or assets of the Company; or

(g) Any money judgment, writ or warrant of attachment, or similar process, in
excess of Two Hundred Thousand ($ 200,000) Dollars in the aggregate shall be
entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
(15) days or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or

(h) Bankruptcy, reorganization, insolvency or liquidation proceedings, or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors shall be instituted voluntarily by or involuntarily against the Company;
or

(i) The Company shall have its Common Stock delisted from the NASDAQ SmallCap or
other market or exchange on which the Common Stock is or becomes listed or
trading in the Common Stock shall be suspended for more than 10 consecutive
days; or

(j) The Company shall not deliver to the Buyer the Units pursuant to paragraph 4
herein within 5 business days

(k) The Company shall fail to file the S-3 registration statement required by
paragraph 4(i) of the Purchase Agreement on or before the thirtieth day
following the closing of the Purchase Agreement. Such failure to file shall be a
Event of Default and shall not be subject to the above described 30 day right to
cure.

Then, or at any time thereafter, unless cured, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at
the option of the Holder and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or (further) notice of any kind (other than notice of
acceleration), all of which are hereby expressly waived, anything herein or in
any note or other instruments contained to the contrary notwithstanding, and the
Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law. If the Event of Default in that of paragraph
(k) above, the Company shall add the fifteen thousand dollar ($15,000) Late Fee
of Paragraph 3(j) of the Purchase Agreement to the Debenture principal. Upon any
Event of Default, the Debenture Principal shall accrue Default Interest
thereafter in the amount of twenty percent (20%) per annum. The Holder shall
also be entitled to all reasonable cost of collection including attorneys fees.
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9. This Debenture represents a prioritized obligation of the Company. However,
no recourse shall be had for the payment of the principal of, or the interest
on, this Debenture, or for any claim based hereon, or otherwise in respect
hereof, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

10. In case any provision of this Debenture is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Debenture will not in any way be affected or
impaired thereby.

11. This Debenture and the agreements referred to in this Debenture constitute
the full and entire understanding and agreement between the Company and the
Holder with respect to the subject hereof. Neither this Debenture nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder.

12. This Debenture shall be governed by and construed in accordance with the
laws of California applicable to contracts made and wholly to be performed
within the State of California and shall be binding upon the successors and
assigns of each party hereto. The Holder and the Company hereby mutually waive
trial by jury and consent to exclusive jurisdiction and venue in the courts of
San Diego, California. At Holder's election, any dispute between the parties may
be arbitrated rather than litigated in the courts, before the American
Arbitration Association in Denver and pursuant to its rules. Upon demand made by
the Holder to the Company, the Company agrees to submit to and participate in
such arbitration. This Agreement may be executed in counterparts, and the
facsimile transmission of an executed counterpart to this Agreement shall be
effective as an original.


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
by an officer thereunto duly authorized.

Dated: April 27, 2001

Innovative Medical Services

         By: __________________________
             Michael Krall, President



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Exhibit A:  Notice of Conversion


DATE:
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TO:      INNOVATIVE MEDICAL SERVICES

         The undersigned hereby irrevocably elects to convert $________ of
principal and accrued interest of the Convertible Debenture of INNOVATIVE
MEDICAL SERVICES dated April __, 2001 into Units, each consisting of one share
of Common Stock, no par value per share, of the Company ("Common Stock") and a
Common Stock Purchase Warrant to acquire as many shares as contained in the
Units.

The average closing bid price of the Common Stock of the Common Stock as
reported on the NASDAQ SmallCap Market for the five trading days immediately
preceding the date hereof is:

         $________ per Share

80% of said average closing price is: $__________, resulting in _________ Units.

               INSTRUCTIONS FOR REGISTRATION AND DELIVERY OF UNITS


Name:
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     (Please typewrite or print in block letters)


Address:
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By:
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   Signature of Debenture Holder


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