Exhibit 10.1

                        SECURITIES SUBSCRIPTION AGREEMENT
                        ---------------------------------

              THIS  SECURITIES  SUBSCRIPTION  AGREEMENT,  dated as of August 27,
2001 ("Agreement"), is executed in reliance upon the exemption from registration
afforded  by Rule 504  promulgated  under  Regulation  D by the  Securities  and
Exchange  Commission  ("SEC"),  under the  Securities  Act of 1933,  as amended.
Capitalized  terms used herein and not defined shall have the meanings  given to
them in Rule 504 and Regulation D.

              This  Agreement  has  been  executed  by  the  undersigned  buyers
("Buyer"), to purchase the amounts set forth on Schedule A hereto, in connection
with the  private  placement  of 8%  Series A  Senior  Subordinated  Convertible
Debentures of VAOW Acquisition Corp., a corporation  organized under the laws of
Delaware,  with executive offices 2921 NW 6th Avenue, Miami, Florida ("Seller").
Buyer hereby represents and warrants to, and agrees with Seller:

              THE  SECURITIES  OFFERED  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.

              THIS  INFORMATION  IS  DISTRIBUTED  PURSUANT  TO AN
              EXEMPTION  FOR SMALL  OFFERINGS  UNDER THE RULES OF
              THE COLORADO  SECURITIES  DIVISION.  THE SECURITIES
              DIVISION HAS NEITHER  REVIEWED OR APPROVED ITS FORM
              OR CONTENT.  THE  SECURITIES  DESCRIBED MAY ONLY BE
              PURCHASED BY  "ACCREDITED  INVESTORS" AS DEFINED BY
              RULE 504 OF SEC  REGULATION  D AND THE RULES OF THE
              COLORADO SECURITIES DIVISION.

              1. Agreement to Subscribe; Purchase Price.
                 --------------------------------------

              (a) Subscription.  The undersigned Buyer hereby subscribes for and
agrees to  purchase  the  Seller's 8% Series A Senior  Subordinated  Convertible
Redeemable  Debentures  substantially  in the form of the Debenture  attached as
Exhibit A hereto and having an aggregate  original  principal face amount of One
Million  United  States  dollars   $1,000,000   (singly,   a  "Debenture,"   and
collectively,  the  "Debentures"),  at an aggregate purchase price of 87% of the
face amount of such Debentures as set forth in subsection (b) herein.


<PAGE>
              (b) Payment.  The Purchase Price for the Debentures shall be Eight
Hundred  Seventy  Thousand  United  States  Dollars (U.S.  $870,000)  ("Purchase
Price"), which shall be payable at closing,  pursuant to Section 1(c) herein and
in accordance with the terms and conditions of Section 11 below.

              (c) Closing.  Subject to the  satisfaction  of the  conditions set
forth  in  Sections  7,  8  and  11  below,  the  Closing  of  the  transactions
contemplated by this Agreement shall take place ("Closing Date") when (i) Seller
delivers the  Debentures  to the Buyer,  (ii) Seller  delivers all  accompanying
transaction  documents  including  appropriate   resolutions  of  its  Board  of
Directors,  and (iii) Buyer pays  $465,000  towards the  Purchase  Price for the
Debentures ("Initial Purchase Price").

              2. Buyer Representations and Covenants;
                 Access to Information.
                 ------------------------------------

              In connection with the purchase and sale of the Debentures,  Buyer
represents and warrants to, and covenants and agrees with Seller as follows:

              (a)  Buyer  is not,  and on the  closing  date  will  not  be,  an
affiliate of Seller;

              (b) Buyer is an  "accredited  investor"  as defined in Rule 501 of
Regulation D promulgated  under the 1933 Act, and is  purchasing  the Shares for
its own account and Buyer is  qualified to purchase the Shares under the laws of
the State of Colorado;

              (c) All offers and sales of any of the  Debentures  by Buyer shall
be made in compliance  with any  applicable  securities  laws of any  applicable
jurisdiction and in accordance with Rule 504, as applicable,  of Regulation D or
pursuant  to  registration  of  securities  under the 1933 Act or pursuant to an
exemption from registration;

              (d) Buyer understands that the Debentures are not registered under
the 1933  Act and are  being  offered  and sold to it in  reliance  on  specific
exemptions from the  registration  requirements of Federal and State  securities
laws,   and  that  Seller  is  relying  upon  the  truth  and  accuracy  of  the
representations,  warranties, agreements,  acknowledgments and understandings of
Buyer  set  forth  herein  in  order  to  determine  the  applicability  of such
exemptions and the  suitability of Buyer and any purchaser from Buyer to acquire
the Debentures;

              (e) Buyer shall comply with Rule 504 promulgated  under Regulation
D;

              (f) Buyer has the full right,  power and  authority  to enter into
this  Agreement and to consummate  the  transaction  contemplated  herein.  This
Agreement has been duly authorized,  validly executed and delivered on behalf of
Buyer and is a valid and binding agreement in

                                       2
<PAGE>
accordance  with its  terms,  subject  to  general  principles  of equity and to
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally;

              (g)  The  execution  and  delivery  of  this   Agreement  and  the
consummation of the purchase of the Debentures and the transactions contemplated
by this  Agreement  do not and will not  conflict  with or result in a breach by
Buyer of any of the terms or provisions of, or constitute a default  under,  the
articles of  incorporation  or by-laws (or similar  constitutive  documents)  of
Buyer or any indenture,  mortgage, deed of trust, or other material agreement or
instrument to which Buyer is a party or by which it or any of its  properties or
assets are bound,  or any existing  applicable  law,  rule or  regulation of the
United States or any State thereof or any applicable  decree,  judgment or order
of any Federal or State court, Federal or State regulatory body,  administrative
agency or other United States  governmental body having  jurisdiction over buyer
or any of its properties or assets;

              (h) All invitations,  offers and sales of or in respect of, any of
the Debentures, by Buyer and any distribution by Buyer of any documents relating
to any  invitation,  offer  or  sale by it of any of the  Debentures  will be in
compliance with applicable laws and  regulations,  will be made in such a manner
that no prospectus need be filed and no other filing need be made by Seller with
any  regulatory  authority  or stock  exchange in any  country or any  political
sub-division  of any  country,  and Buyer  will make no  misrepresentations  nor
omissions of material fact in the invitation, offer or resale of the Debentures;

              (i) The Buyer (or others for whom it is contracting hereunder) has
been  advised  to  consult  its own  legal  and tax  advisors  with  respect  to
applicable  resale  restrictions  and applicable tax  considerations  and it (or
others for whom it is  contracting  hereunder)  is solely  responsible  (and the
Seller is not in any way  responsible)  for compliance  with  applicable  resale
restrictions and applicable tax legislation;

              (j)  Buyer  understands  that  no  Federal  or  State  or  foreign
government agency has passed on or made any recommendation or endorsement of the
Debentures;

              (k)  Buyer  has had an  opportunity  to  receive  and  review  all
material  information  and  financial  data and to discuss  with the officers of
Seller, all matters relating to the securities,  financial condition, operations
and prospects of Seller and any questions  raised by Buyer have been answered to
Buyer's satisfaction.

              (l) Buyer acknowledges that the purchase of the Debentures involve
a high degree of risk.  Buyer has such knowledge and experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
purchasing the Debentures.  Buyer  understands that the Debentures are not being
registered under the 1933 Act, or under any state securities

                                       3
<PAGE>
laws, and therefore, Buyer must bear the economic risk of this investment for an
indefinite period of time;

              (m) Buyer is not a "10-percent Shareholder" (as defined in Section
871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and

              (n)  Buyer   acknowledges   and  agrees   that  the   transactions
contemplated  by this Agreement have taken place solely and  exclusively  within
the State of Colorado.

              3. Seller Representations and Covenants.
                 ------------------------------------

              (a) Seller is a corporation  duly  organized and validly  existing
under the laws of the State of Delaware and is in good standing  under such laws
with its principal executive office located in the State of Florida.  The Seller
has all requisite  corporate  power and authority to own,  lease and operate its
properties and assets, and to carry on its business as presently conducted.  The
Seller is qualified to do business as a foreign corporation in each jurisdiction
in which the  ownership of its  property or the nature of its business  requires
such qualification, except where failure to so qualify would not have a material
adverse effect on the Seller.

              (b) There are 10,000,000 shares of Seller's Common Stock, $.01 par
value per share ("Common Stock")  authorized and 1,000  outstanding as of August
27, 2001. All issued and outstanding shares of Common Stock have been authorized
and validly issued and are fully paid and non-assessable.

              (c) The execution  and delivery of this  Agreement do not, and the
consummation of the transactions contemplated hereby will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time,
or both), or give rise to a right of  termination,  cancellation or acceleration
of any obligation or to a loss of a material  benefit,  under,  any provision of
the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders
Agreements  and any amendments  thereto of the Seller or any material  mortgage,
indenture,   lease  or  other  agreement  or  instrument,   permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law ordinance,  rule or
regulation  applicable  to the Seller,  its  properties  or assets.  There is no
action,  suit  or  proceeding  pending,  or to  the  knowledge  of  the  Seller,
threatened against the Seller,  before any court or arbitrator or any government
body, agency or official, which would have a material adverse affect on Seller's
operations or financial condition.

              (d) The Seller is not  subject to the  reporting  requirements  of
Sections 13 or 15(d) of the  Securities  and Exchange  Act, is not an investment
company or a  developmental  stage company that either has no specific  business
plan or no purpose.  The  Debentures  and common  stock  issued upon  conversion
("Shares")  when issued,  will be issued in compliance  with all applicable U.S.
federal and state securities laws. The Seller understands and acknowledges that,
in certain, circumstances, the issuance of the Shares could dilute the

                                       4
<PAGE>
ownership  interests of other  stockholders  of the Seller.  The  execution  and
delivery by the Seller of this Agreement and the issuance of the Shares will not
contravene or  constitute a default  under any  provision of  applicable  law or
regulation. The Seller is in compliance with and conforms to all statutes, laws,
ordinances,  rules,  regulations,  orders,  restrictions  and  all  other  legal
requirements  of any  domestic  or  foreign  government  or any  instrumentality
thereof having  jurisdiction over the conduct of its businesses or the ownership
of its properties.

              (e)  There  is no fact  known  to the  Seller  that  has not  been
publicly  disclosed  by the Seller or  disclosed  in writing to the Buyer  which
could  reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or in the  earnings,  business  affairs,  properties or
assets  of the  Seller,  or could  reasonably  be  expected  to  materially  and
adversely  affect the ability of the Seller to perform its obligations  pursuant
to this Agreement. The information furnished by the Seller to Buyer for purposes
of or in connection with this Agreement or any transaction  contemplated hereby,
does not  contain  any  untrue  statement  of  material  fact or omit to state a
material fact necessary in order to make the statements  contained  therein,  in
light of the circumstances under which they are made, not misleading.

              (f) No  consent,  approval  or  authorization  of or  designation,
declaration or filing with any governmental  authority on the part of the Seller
is  required  in  connection  with the  valid  execution  and  delivery  of this
Agreement,  or the offer, sale or issuance of the Debentures or Common Stock, or
the consummation of any other transaction contemplated hereby, except the filing
with the SEC of Form D.

              (g) There is no action, proceeding or investigation pending, or to
the  Seller's  knowledge,  threatened,  against the Seller  which might  result,
either  individually or in the aggregate,  in any material adverse change in the
business, prospects, conditions, affairs or operations of the Seller. The Seller
is not a party to or subject to the provisions of any order,  writ,  injunction,
judgment or decree of any court or government agency or  instrumentality.  There
is no action,  suit proceeding or investigation by the Seller currently  pending
or which the  Seller  intends  to  initiate.  The SEC has not  issued  any order
suspending  trading  in the  Seller's  Common  Stock and the Seller is not under
investigation by the SEC or the National  Association of Securities Dealers, and
there are no proceedings pending or threatened before either regulatory body.

              (h)  There  are no  other  material  outstanding  debt  or  equity
securities presently convertible into Common Stock.

              (i) The  Seller  has not sold any  securities  within the 12 month
period prior to the date the Common  Stock was first  offered in reliance on any
exemption  under  Section 3(b) of the 1933 Act,  Regulation D or its rules or in
violation of Section 5(a) of the 1933 Act.

              (j) The issuance,  sale and delivery of the  Debentures  have been
duly authorized by all required  corporate action on the part of the Seller, and
when issued,  sold and delivered in accordance with the terms hereof and thereof
for the consideration expressed herein

                                       5
<PAGE>
and therein, will be duly and validly issued, fully paid and non-assessable. The
Common  Stock  issuable  upon  conversion  of the  Debentures  has been duly and
validly  reserved for issuance and upon issuance in accordance with the terms of
the Debentures, shall be duly and validly issued, fully paid, and non-assessable
There are no pre-emptive rights of any shareholder of Seller.

              (k) This Agreement has been duly authorized,  validly executed and
delivered on behalf of Seller and is a valid and binding agreement in accordance
with its terms,  subject to general  principles  of equity and to  bankruptcy or
other laws affecting the enforcement of creditors' rights generally.  The Seller
has all  requisite  right,  power and  authority  to execute  and  deliver  this
Agreement and to consummate the transactions  contemplated hereby. All corporate
action on the part of the Seller,  its directors and shareholders  necessary for
the authorization, execution, delivery and performance of this Agreement and the
Debentures has been taken. Upon their issuance to the Buyer, the Debentures will
be  validly  issued  and  nonassessable,  and  will  be  free  of any  liens  or
encumbrances.

              (l)  Seller   acknowledges   and  agrees  that  the   transactions
contemplated  by this the  Agreement  have taken  place  solely and  exclusively
within the State of Colorado.

              4. Exemption; Reliance on Representations.  Buyer understands that
                 --------------------------------------
the offer and sale of the  Securities  are not being  registered  under the 1933
Act. Seller and Buyer are relying on the rules  governing  offers and sales made
pursuant to Rule 504 promulgated  under  Regulation D. The offer and sale of the
Shares are made solely within the State and jurisdiction of Colorado.

              5. Transfer Agent Instructions.
                 ---------------------------

              (a) Debentures.  Upon the conversion of the Debentures,  the Buyer
or holder shall give a notice of  conversion  to the Seller and the Seller shall
instruct its transfer agent to issue one or more Certificates  representing that
number of shares of Common Stock into which the  Debentures  are  convertible in
accordance with the provisions  regarding conversion set forth in Exhibit A. The
Seller shall act as Debenture Registrar and shall maintain an appropriate ledger
containing the necessary information with respect to each Debenture.

              (b) Common Stock to be Issued Without Restrictive Legend. Upon the
conversion of any Debenture,  Seller shall instruct  Seller's  transfer agent to
issue Stock Certificates up to the total of the "Conversion  Amount" (as defined
in the  Debentures)  and any  "Interest  Shares" (as defined in the  Debentures)
without restrictive legend in the name of the Buyer (or its nominee) and in such
denominations to be specified at conversion representing the number of shares of
Common Stock  issuable upon such  conversion,  as  applicable.  The Common Stock
shall be  immediately  freely  transferable  on the books and records of Seller.
Seller shall also  instruct  its attorney to issue and render any legal  opinion
which is  required  at any time by Seller's  transfer  agent to permit  Seller's
transfer  agent to issue any and all Stock  Certificates  without a  restrictive
legend as required by this Agreement.


                                       6
<PAGE>
              6. Registration.  If upon conversion of the Debentures effected by
                 ------------
the Buyer  pursuant  to the  terms of this  Agreement  or  payment  of  interest
pursuant to the Debentures the Seller fails to issue  certificates for shares of
Common Stock issuable upon such conversion ("Underlying Shares") or the Interest
Shares,  as defined in Section 4(b) of the  Debentures,  to the Buyer bearing no
restrictive  legend for any reason,  then the Seller shall be  required,  at the
request of the Buyer and at the Seller's expense,  to effect the registration of
the Underlying  Shares and/or  Interest  Shares  issuable upon conversion of the
Debentures  and payment of interest  under the Act and relevant Blue Sky laws as
promptly as is  practicable.  The Seller and the Buyer shall  cooperate  in good
faith in  connection  with the  furnishings  of  information  required  for such
registration  and  the  taking  of  such  other  actions  as may be  legally  or
commercially  necessary in order to effect such  registration.  The Seller shall
file such a  registration  statement  within 30 days of Buyer's demand and shall
use its good faith  diligent  efforts to cause such  registration  statement  to
become  effective as soon as  practicable  thereafter.  Such good faith diligent
efforts  shall  include,  but not be  limited  to,  promptly  responding  to all
comments  received from the staff of the SEC,  providing  Buyer's counsel with a
contemporaneous copy of all written  communications from and to the staff of the
SEC with  respect to such  registration  statement  and promptly  preparing  and
filing  amendments to such  registration  statement  which are responsive to the
comments received from the staff of the SEC. Once declared effective by the SEC,
the Seller shall cause such registration statement to remain effective until the
earlier of (i) the sale by the Buyer of all Underlying Shares registered or (ii)
120 days after the effective date of such registration  statement.  In the event
the Seller undertakes to file a Registration Statement on in connection with the
Common Stock, upon the effectiveness of such Registration,  Buyer shall have the
option to sell the Common Stock pursuant thereto.

              7. Delivery Instructions. The Debentures being purchased hereunder
                 ---------------------
shall be delivered to the Buyer,  and the Purchase Price,  shall be delivered to
the Seller.

              8. Conditions To Seller's  Obligation To Sell. Seller's obligation
                 ------------------------------------------
to sell the Debentures is conditioned upon:


              (a) The  receipt and  acceptance  by Seller of this  Agreement  as
executed by Buyer.

              (b)  All of  the  representations  and  warranties  of  the  Buyer
contained in this  Agreement  shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the  Closing  Date.  The Buyer
shall  have  performed  or  complied  with  all  agreements  and  satisfied  all
conditions on its part to be  performed,  complied with or satisfied at or prior
to the Closing Date.

              (c) No order asserting that the transactions  contemplated by this
Agreement  are subject to the  registration  requirements  of the Act shall have
been issued,  and no  proceedings  for that purpose shall have been commenced or
shall be pending or, to the knowledge of the Seller,  be  contemplated.  No stop
order suspending the sale of the Debentures or Common Stock

                                       7
<PAGE>
shall have been issued,  and no  proceedings  for that  purpose  shall have been
commenced  or  shall  be  pending  or,  to  the  knowledge  of  the  Seller,  be
contemplated.

              9.   Conditions  To  Buyer's   Obligation  To  Purchase.   Buyer's
                   --------------------------------------------------
obligation to purchase the Debentures is conditioned upon:

              (a) The  confirmation  of receipt and acceptance by Seller of this
Agreement as evidenced  by  execution of this  Agreement of the duly  authorized
officer of Seller.

              (b) Delivery of the Debentures to the Buyer.

              10. No Shareholder Approval and No Dilution.
                  ---------------------------------------

              (a) Seller  hereby  agrees  that from the  Closing  Date until the
issuance of Common Stock upon the conversion of the Debentures,  Seller will not
take any action which would require Seller to seek shareholder  approval of such
issuance unless such shareholder  approval is required by law or regulatory body
(including but not limited to the NASDAQ Stock Market,  Inc.) as a result of the
issuance of the Debentures or Common Stock hereunder.

              (2)  Provided  the  Debentures,  or any Seller  Debentures  from a
series which predate the Debentures  remain  outstanding and unpaid, or if there
is any portion of any such  Debentures  which have not been  converted  into the
Seller's  Common  Stock,  then the Seller shall not split nor reverse  split the
Common Stock,  nor consolidate the outstanding  number of shares of Common Stock
into a small  number of shares,  nor  otherwise  take any  action,  directly  or
indirectly,  which  would  have a  material  adverse  effect on the value of the
Debentures or the trading price of the Common Stock.

              (c) Upon (i) a transfer of all or substantially  all of the assets
of the  Seller to any  person  in a single  transaction  or  series  of  related
transactions, or (ii) a consolidation, merger or amalgamation of the Seller with
or into another person or entity in which the Seller is not the surviving entity
(other than a merger  which is  effected  solely to change the  jurisdiction  of
incorporation  of the Company and results in a  reclassification,  conversion or
exchange  of  outstanding  shares of Common  Stock  solely into shares of Common
Stock) (each of items (i) and (ii) being referred to as a "Sale  Event"),  then,
in each case, the Seller shall, upon request of any Holder, redeem the Debenture
registered in the name of such Holder in cash for 130% of the principal  amount,
plus  accrued  but unpaid  interest  through the date of  redemption,  or at the
election of the Holder,  such Holder may convert the unpaid  principal amount of
such Debenture  (together  with the amount of accrued but unpaid  interest) into
shares of Common Stock of the surviving  entity at the  Conversion  Price as set
forth in the Debentures.

              (d) In case of any  reclassification,  capital  reorganization  or
other change or

                                       8
<PAGE>
exchange  of  outstanding  shares  of  the  Common  Stock,  or in  case  of  any
consolidation  or merger of the Seller with or into another  corporation  (other
than a consolidation or merger in which the Seller is the continuing corporation
and which does not result in any  reclassification,  capital  reorganization  or
other  change of  outstanding  shares of Common  Stock),  the Seller shall cause
effective provision to be made so that the Purchaser or Holder of the Debenture,
as the  case  may be,  shall  have  the  right  thereafter,  by  exercising  the
Debenture,  to  purchase  the  kind  and  number  of  shares  of  stock or other
securities or property  (including cash) receivable upon such  reclassification,
capital  reorganization or other change,  consolidation or merger by a holder of
the  number of shares  of Common  Stock  that  could  have been  purchased  upon
exercise of the Debenture and at the same  Conversion  Price,  as defined in the
Debentures,  immediately prior to such reclassification,  capital reorganization
or other  change,  consolidation  or  merger.  The  foregoing  provisions  shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
other  changes  of  outstanding   shares  of  Common  Stock  and  to  successive
consolidations  or  mergers.  If the  consideration  received  by the holders of
Common Stock is other than cash,  the value shall be as  determined by the Board
of Directors of the Seller or successor person or entity acting in good faith.

              11. Payment of the Debentures, Conversions, Security and Demand.
                  ------------------------------------------------------------

              (a) Security Resolution.  If Seller shall become a publicly traded
company  by merger  or  acquisition  in which  Seller  shall  cease to exist and
another  corporation  shall  survive the merger,  or Seller  shall  exchange its
shares with a publicly traded  corporation  which shall own more than 50% of the
issued  and  outstanding  shares of Seller  (collectively  in either the case of
merger or exchange of shares  "Seller  Parent"),  then Seller  shall  assign the
Debentures  to the Seller  Parent and deliver to the Buyer a  resolution  in the
form annexed hereto as Exhibit B  ("Resolution"),  instructing the Seller Parent
transfer agent ("Transfer  Agent") to issue to Buyer shares of the Seller Parent
common stock registered in the name of the Buyer,  without restrictive legend as
provided in Section 5(b) of this Agreement, in an amount equal up to $1,000,000,
or at some lesser  amount as the Buyer,  in his sole  discretion  may direct the
transfer  agent,  at a price per share  which is 70% of the lowest  closing  bid
price of the Seller  Parent's  common  stock as reported  on the OTC  Electronic
Bulletin Board ("OTCBB") or any exchange in which the Seller Parent's shares are
traded for any  trading day on which a Notice of  Conversion  is received by the
Company,  provided  such Notice of Conversion is delivered by fax to the Company
between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 7 P.M.
Eastern  Standard  or Daylight  Savings  Time,  or for any of the 3  consecutive
trading days  immediately  preceding  the date of receipt by the Company of each
Notice of Conversion  ("Conversion Shares") and providing that the Seller Parent
shall not change its transfer  agent from the Transfer  Agent once  established,
without the express written consent and directive of the Buyer. In the event the
Debentures are assigned to a publicly  traded entity,  Seller shall also deliver
to the Buyer along with the  Resolution,  the Irrevocable  Instructions,  in the
form  annexed  hereto as Exhibit C,  signed by the Seller  Parent and the Seller
Parent's  transfer  agent.  Delivery of the Resolution to the Transfer Agent and
the issuance of shares by the Transfer Agent in accordance with the

                                       9
<PAGE>

Resolution  shall not  preclude  the  Buyer  from  exercising  any and all other
remedies  available  to the Buyer  against  the  Seller  Parent and Seller for a
breach of this Agreement or the Debentures.

              (b)  Conversions  and Demand.  As  provided in  paragraph 4 of the
Debentures,  Buyer may give Notice of Conversion of the  Debentures to Seller or
the Seller  Parent,  as the case may be, by facsimile to the number set forth in
Section 12(h) below.  Conversion of Debentures  may take place at any time until
the Maturity Date of the Debentures,  as defined in the Debentures.  As provided
in  paragraph  4 of the  Debentures,  within 5  business  days of receipt of the
Notice of  Conversion,  Seller or the Seller  Parent,  as the case may be, shall
deliver to the  Buyer,  or to an  account  designated  by Buyer in the Notice of
Conversion,  certificates  representing  the shares of common stock to which the
Buyer shall be entitled by reason of the conversion  ("Certificates").  Provided
that (i) there is no Event of  Default,  as  defined in the  Debentures  or this
Agreement,  (ii) the Seller  Parent has  assumed all of the  obligations  of the
Agreement and the Debentures by virtue of a merger with or acquisition of Seller
("Assumption")  and the publicly traded stock of the Seller Parent trades on the
Over the  Counter  Electronic  Bulletin  Board,  (iii) the  representations  and
warranties  contained in this Agreement shall be true and correct on the date of
the First Demand,  as defined below, as to Seller or Seller Parent,  as the case
may be,  except for the number of issued and  outstanding  shares if such shares
have been increased  through a conversion of the Debentures,  and (iv) Buyer has
converted a sum equal to the Initial  Purchase Price of the Debentures  into the
common  stock of the Seller or the  Seller  Parent,  as the case may be,  Seller
Parent may demand that Buyer pay the Seller Parent $135,000 towards the purchase
price of the  Debentures  ("First  Demand").  Upon payment of the First  Demand,
provided that (x) there is no Event of Default,  as defined in the Debentures or
this Agreement,  and (y) for any of the 3 trading days preceding any Demand, the
lowest closing bid price of Seller  Parent's  common stock, as reported on OTCBB
or any other exchange on which such shares trade,  has not fallen below $.05 per
share ("Floor Price"),  and (z) Buyer has converted all amounts paid towards the
Purchase Price of the Debentures into the common stock of the Seller Parent, and
(xx) on the date any Additional  Demand,  as defined below,  is made, the Seller
has at least a number of shares of Common Stock  authorized but not issued based
on the following formula:  $135,000/x (5); x = the average closing bid price for
the Common Stock for the 3 days  preceding  the date of the  Additional  Demand,
then  Seller  Parent may demand  that  Buyer pay the  Seller  Parent  additional
installments  of the  Debenture of $135,000  each provided also that at least 30
business days from the date of the First Demand or any Additional Demands as the
case may be, has elapsed ("Additional Demands").  When Buyer has paid a total of
$870,000 to the Seller  and/or  Seller  Parent in the  aggregate,  such payments
shall  constitute  full and  complete  payment  of the  Debenture  and  complete
satisfaction  of Buyer's  obligations  under the Debentures and this  Agreement.
Nothing in this Section  11(b) shall  preclude  Buyer from making  discretionary
payments of the purchase price of the Debentures earlier than required under the
First  Demand  and the  Additional  Demands.  (The First  Demand and  Additional
Demands  are   sometimes   referred  to  herein   singularly   as  a  "Demand").
Notwithstanding  the  foregoing,  Buyer  shall  have  the  right,  but  not  the
obligation,  to  purchase  all or any portion of the  Debentures  at any time by
issuing a written call to the  Seller("Call").  If a Call is issued, the closing
for the call shall take place within 5 business

                                       10
<PAGE>
days of the  receipt  of the Call by the  Company,  and in  accordance  with the
provisions of Section 1(c) above.

              (d) Conversion Limit.  Notwithstanding the conversion rights under
the  Debentures,  unless  the Buyer  delivers  a waiver in  accordance  with the
immediately  following  sentence,  in no event  shall the Buyer be  entitled  to
convert  any  portion  of the  Debentures,  in  excess  of that  portion  of the
Debentures upon conversion, as applicable, of which the sum of (i) the number of
shares of Common Stock beneficially owned by the Buyer and its Affiliates (other
than shares of Common Stock which may be deemed  beneficially  owned through the
ownership of the  unconverted  portion of the  Debentures and (ii) the number of
shares of Common  Stock  issuable  upon the  conversion  of the  portion  of the
Debentures with respect to which this  determination is being made, would result
in beneficial  ownership by the Buyer and its  Affiliates of more than 4.999% of
the then issued and  outstanding  shares of Common  Stock.  For purposes of this
Section 11(d),  beneficial ownership shall be determined in accordance with Rule
13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise
provided in this Section  11(d).  The foregoing  limitation  shall not apply and
shall be of no further  force or effect (i)  immediately  preceding and upon the
occurrence  of any voluntary or mandatory  redemption  or repayment  transaction
described  herein  or in the  Debentures  (ii) on the  Maturity  Date  or  (iii)
following  the  occurrence of any Event of Default which is not cured within the
greater of the  applicable  time  period  specified  in either (A) such  written
notice of Buyer or (B) Section 8 of the Debentures.

              (e)  Liquidated  Damages.  If Seller or the Seller Parent fails to
timely deliver Certificates,  as provided in Section 11(c) above, then Seller or
the Seller Parent, as the case may be, shall pay Buyer $150 per day for each day
late in delivering  Certificates up to and including the 10th late day, and $500
per day for each day late in delivering the Certificates after the 10th late day
("Liquidated Damages").  Any Liquidated Damages incurred by Seller or the Seller
Parent, as the case may be, shall be payable immediately and in cash upon demand
in writing made by Buyer, or their agent, to Seller or the Seller Parent, as the
case may be. However,  such Liquidated  Damages may be deducted from any amounts
owed to Seller or the Seller  Parent,  as the case may be, by the Buyer pursuant
to this Section 11. Notwithstanding  anything contained in this Agreement to the
contrary, including but not limited to the provisions of Section 6 regarding the
registration of restricted  Conversion  Shares,  Seller or the Seller Parent, as
the case may be,  shall be required to pay the  Liquidated  Damages set forth in
this Section 11(d).

              (f) Bankruptcy.  In the event any proceeding  under the Bankruptcy
Laws of the  United  States or any  proceedings  under  any  state  laws for the
protection of debtors or creditors, are filed, voluntarily or involuntarily,  by
or on behalf of Seller or the Seller Parent,  as the case may be, then Seller or
the Seller  Parent,  as the case may be, shall  continue to honor all Notices of
Conversion  given by Buyer and Buyer  shall not be  required to honor any Demand
made by Seller, the Seller Parent or the trustee in bankruptcy,  as the case may
be.

                                       11
<PAGE>

              12. Miscellaneous.
                  -------------

              (a) Entire Agreement. This Agreement together with the Debentures,
constitutes the entire agreement between the parties, and neither party shall be
liable or bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein.  Any previous agreement among
the parties related to the transactions  described herein is superseded  hereby.
The terms and conditions of this Agreement  shall inure to the benefit of and be
binding  upon the  restrictive  successors  and assigns of the  parties  hereto.
Nothing in this  Agreement,  express or implied,  is intended to confer upon any
party,  other than the  parties  hereto,  and their  respective  successors  and
assigns, any rights, remedies,  obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.

              (b) Independent Contractor. Buyer is an independent contractor and
is not the agent of Seller.  Buyer is not  authorized  to bind Seller or to make
any representation or warranties on behalf of Seller.

              (c) Survival. All representations and warranties contained in this
Agreement  by Seller and Buyer shall  survive  the  closing of the  transactions
contemplated by this Agreement.

              (d) Governing Law. This Agreement shall be construed in accordance
with the  laws of  Colorado  applicable  to  contracts  made  and  wholly  to be
performed  within the State of Colorado and shall be binding upon the successors
and assigns of each party hereto.  Buyer and Seller hereby  mutually waive trial
by jury and  consent to  exclusive  jurisdiction  and venue in the courts of the
State of Colorado.  At Buyer's election,  any dispute between the parties may be
arbitrated rather than litigated in the courts,  before the arbitration board of
the American  Arbitration  Association in Denver and pursuant to its rules. Upon
demand  made  by the  Buyer  to the  Seller,  Seller  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.

              (e) Seller  Indemnification.  Seller  agrees to indemnify and hold
Buyer  harmless from any and all claims,  damages and  liabilities  arising from
Seller's breach of its representations and/or covenants set forth herein.

              (f) Buyer  Indemnification.  Buyer  agrees to  indemnify  and hold
Seller harmless from any and all claims,  damages and  liabilities  arising from
Buyer's  breach  of  its  representations  and  warranties  set  forth  in  this
Agreement.

              (g) Form D. Seller  shall filed a Form D with the  Commission  and
all filings  required by the Colorado  Securities  Division  upon the Closing of
this transaction.

              (h)   Notices.   All   notices,   requests,   consents  and  other
communications hereunder shall be in writing, shall be delivered by hand or sent
by Fedex for next day delivery.  Each such notice or other  communication  shall
for all purposes of this Escrow Agreement be

                                       12
<PAGE>
treated  as  effective  or  having  been  given  when  delivered,  if  delivered
personally,  or, if sent by overnight express mail service, 1 day after the same
has  been  deposited  with the  Fedex.  All such  notices  must  also be sent by
facsimile on the same day to the parties as follows:

If to Seller:                       VAOW Acquisition Corp.
                           2921 NW 6th Avenue
                           Miami, Florida 33127
                           Attn: Richard S. Astrom, President


If to Buyer:                        Equity Planners LLC
                           Quadrant Center, 5445 DTC Parkway, Penthouse Four
                           Greenwood Village, Colorado 80111
                           Fax: 303-771-4758

                           Sea Lion Investors LLC
                           1400 16th Street, Suite 400
                           Denver, Colorado 80202
                           Fax: 720-932-8100

                           Myrtle Holdings LLC
                           370 Interlocken Boulevard, 4th
                           Floor Broomfield, Colorado 80021
                           Fax: 303-474-1705

              (i)  Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.



                {Remainder of this page intentionally left blank}










                                       13
<PAGE>




                  IN WITNESS WHEREOF, the undersigned has executed this
Agreement as of the date first set forth above.

                          Official Signatory of Seller:
                          -----------------------------

                                                     VAOW ACQUISITION CORP.



                                                     By: /s/ Richard S. Astrom
                                                     ---------------------------
                                                             Richard S. Astrom

Accepted this 27th day of August , 2001              Title: President


                          Official Signatory of Buyer:
                          ---------------------------

                                                     EQUITY PLANNERS LLC


                                                     By: /s/ Joel Greenfeld
                                                        ------------------------


                                                     SEA LION INVESTORS LLC



                                                     By: /s/ Esther Gluck
                                                        ------------------------


                                                     MYRTLE HOLDINGS LLC



                                                     By: /s/Goldie Kaufman
                                                        ------------------------




                                       14
<PAGE>
                                    EXHIBIT A
                                    ---------
                                   DEBENTURES


              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.

              THIS  INFORMATION  IS  DISTRIBUTED  PURSUANT  TO AN
              EXEMPTION  FOR SMALL  OFFERINGS  UNDER THE RULES OF
              THE COLORADO  SECURITIES  DIVISION.  THE SECURITIES
              DIVISION HAS NEITHER  REVIEWED OR APPROVED ITS FORM
              OR CONTENT.  THE  SECURITIES  DESCRIBED MAY ONLY BE
              PURCHASED BY  "ACCREDITED  INVESTORS" AS DEFINED BY
              RULE 504 OF SEC  REGULATION  D AND THE RULES OF THE
              COLORADO SECURITIES DIVISION.


A-001
                                                                             US
                                                                      $1,000,000


                      VAOW ACQUISITION CORP.
                      ----------------------

 8% SERIES A SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE DEBENTURES
                        DUE AUGUST_____ , 2003



              THIS  DEBENTURE of VAOW  Acquisition  Corp.,  a  corporation  duly
organized and existing under the laws of Delaware ("Company"), designated as its
8% Series A Senior Subordinated  Convertible Debentures Due August ______, 2003,
in an aggregate  principal  face amount not

                                       1
<PAGE>

exceeding One Million  Dollars (U.S.  $1,000,000 ), which  Debentures  are being
purchased at 87% of the face amount of such Debentures.

              FOR VALUE RECEIVED,  the Company promises to pay to the registered
holders  hereof and their  authorized  successors  and permitted  assigns as set
forth on  Schedule A hereto  ("Holder"),  the  aggregate  principal  face of One
Million Dollars (U.S. $1,000.000) on August , 2003 ("Maturity Date"), and to pay
interest  on the  principal  sum  outstanding,  at  the  rate  of 8%  per  annum
commencing  September , 2001 and due in full at the  Maturity  Date  pursuant to
paragraph  4(b) herein.  Accrual of  outstanding  principal sum has been made or
duly  provided  for. The 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 Debentures ("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 Subscription Agreement dated as of August
,  2001  between  the  Company  and  VAOW   Acquisition   Corp.   ("Subscription
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  hereunder and shall satisfy and
discharge the liability for principal 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.

              This Debenture is subject to the following additional provisions:

              1. The Debentures are issuable in  denominations  of Five Thousand
Dollars  (US$5,000)  and  integral   multiples   thereof.   The  Debentures  are
exchangeable for an equal aggregate  principal amount of Debentures of different
authorized denominations, as requested by the Holders surrendering the same, but
not less than U.S. $5,000.  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

                                       2
<PAGE>
required to give the Company  written  confirmation  that the Debenture is being
converted  ("Notice of Conversion") in the form annexed hereto as Exhibit I. The
date of receipt  (including  receipt by telecopy)  of such Notice of  Conversion
shall be the Conversion Date.

              4. (a) The Holder of this Debenture is entitled, at its option, at
any time immediately  following  execution of this Agreement and delivery of the
Debenture hereof, to convert all or any amount over $5,000 of the principal face
amount of this Debenture then outstanding into freely tradeable shares of common
stock, no par value per share, of the Company without  restrictive legend of any
nature ("Common  Stock"),  at a conversion price  ("Conversion  Price") for each
share  of  Common  Stock  equal to (i) 70 % of the per  share  price  valued  in
accordance  with the book value of the Company's  shares which shall include but
not be limited to all assets and good will of the  Company  and the  proceeds of
this Debenture and any other Debenture issued simultaneously with this Debenture
or within 30 days of the issuance of this  Debenture,  but shall not include any
liabilities  of the  Company  ("Asset  Book  Value"),  or, if the Company or its
successor or the assignee of this Debenture is publicly  traded on any exchange,
(ii) 70% of the lowest  closing bid price of the Common Stock as reported on the
OTC Electronic  Bulletin Board or any exchange on which the Company's shares are
traded ("OTCBB") for any trading day on which a Notice of Conversion is received
by the Company,  provided  such Notice of  Conversion is delivered by fax to the
Company between the hours of 4 P.M.  Eastern  Standard or Daylight  Savings Time
and 7 P.M.  Eastern  Standard  or  Daylight  Savings  Time,  or for any of the 3
consecutive  trading  days  immediately  preceding  the date of  receipt  by the
Company of each Notice of  Conversion  ("Conversion  Shares").  If the number of
resultant  Conversion  Shares would as a matter of law or pursuant to regulatory
authority require the Company to seek shareholder approval of such issuance, the
Company shall,  as soon as  practicable,  take the necessary  steps to seek such
approval.  Such conversion shall be effectuated,  by the Company  delivering the
Conversion Shares to the Holder within 5 business days of receipt by the Company
of the  Notice of  Conversion.  Once the  Holder has  received  such  Conversion
Shares,  the Holder  shall  surrender  the  Debentures  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.  Accrued but unpaid interest
shall be subject  to  conversion.  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)  Interest at the rate of 8% per annum shall be paid by issuing
Common Stock of the Company as follows: Based on the Asset Book Value, or 70% of
the  lowest  closing  bid  price  of the  Common  Stock as  reported  on the OTC
Electronic  Bulletin  Board or any  exchange on which the  Company's  shares are
traded ("OTCBB") for any trading day on which a Notice of Conversion is received
by the Company,  provided  such Notice of  Conversion is delivered by fax to the
Company between the hours of 4 P.M.  Eastern  Standard or Daylight  Savings Time
and 7 P.M.  Eastern  Standard  or  Daylight  Savings  Time,  or for any of the 3
consecutive trading days immediately  preceding the date of the monthly interest
payment due ("Market  Price"),  the Company  shall issue to the Holder shares of
Common Stock in an amount equal to the total  monthly  interest  accrued and due
divided by 70% of the Market Price  ("Interest  Shares").  The dollar  amount of
interest  payable pursuant to this paragraph 4(b) shall be calculated based upon
the total amount of payments  actually made by the Holder in connection with the
purchase  of the  Debentures  at the time any  interest  payment is due. If such
payment is made by check,  interest shall accrue beginning 10 days from the date
the check is

                                       3
<PAGE>
received by the Company.  If such payment is made by wire transfer directly into
the  Company's  account,  interest  shall accrue  beginning on the date the wire
transfer is received by the Company.  Common Stock issued  pursuant hereto shall
be issued  pursuant to Rule 504 of Regulation D in accordance  with the terms of
the Subscription Agreement.

              (c) At any time after 90 days the Company shall have the option to
pay to the Holder 130% of the principal amount of the Debenture, in full, to the
extent  conversion has not occurred  pursuant to paragraph  4(a) herein,  or pay
upon  maturity if the  Debenture is not  converted.  The Company  shall give the
Holder 5 days  written  notice and the Holder  during such 5 days shall have the
option to convert the  Debenture or any part thereof into shares of Common Stock
at the Conversion Price set forth in paragraph 4(a) of this Debenture.

              (c) Upon (i) a transfer of all or substantially  all of the assets
of the  Company  to any  person in a single  transaction  or  series of  related
transactions,  or (ii) a  consolidation,  merger or  amalgamation of the Company
with or into another  person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the  jurisdiction
of incorporation of the Company and results in a reclassification, conversion or
exchange  of  outstanding  shares of Common  Stock  solely into shares of Common
Stock) (each of items (i) and (ii) being referred to as a "Sale  Event"),  then,
in each  case,  the  Company  shall,  upon  request  of any  Holder,  redeem the
Debentures  registered  in the  name of such  Holder  in  cash  for  130% of the
principal  amount,  plus  accrued  but  unpaid  interest  through  the  date  of
redemption, or at the election of the Holder, such Holder may convert the unpaid
principal  amount of this  Debenture  (together  with the amount of accrued  but
unpaid  interest)  into shares of Common  Stock of the  surviving  entity at the
Conversion Price.

              (d) In case of any  reclassification,  capital  reorganization  or
other change or exchange of outstanding  shares of the Common Stock,  or in case
of any  consolidation or merger of the Company with or into another  corporation
(other  than a  consolidation  or merger in which the  Seller is the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock),  the
Company  shall cause  effective  provision to be made so that the Holder of this
Debenture shall have the right  thereafter,  by converting  this  Debenture,  to
purchase or convert this  Debenture  into the kind and number of shares of stock
or  other   securities  or  property   (including  cash)  receivable  upon  such
reclassification,  capital  reorganization  or other  change,  consolidation  or
merger by a holder of the number of shares of Common  Stock that could have been
purchased upon exercise of the Debentures and at the same  Conversion  Price, as
defined in the Debenture,  immediately prior to such  reclassification,  capital
reorganization  or  other  change,   consolidation  or  merger.   The  foregoing
provisions  shall  similarly  apply  to  successive  reclassifications,  capital
reorganizations  and other changes of outstanding  shares of Common Stock and to
successive  consolidations  or  mergers.  If the  consideration  received by the
holders of Common Stock is other than cash,  the value shall be as determined by
the Board of Directors of the Company or  successor  person or entity  acting in
good faith.

                                       4
<PAGE>
              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 Subscription  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  Subscription
              Agreement shall be false or misleading in any material  respect at
              the time made or the Company  shall  violate any  covenants in the
              Subscription  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,  and  the
              Subscription 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

              (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 not be discharged within thirty (30)
              days after such appointment; or

                                       5
<PAGE>
              (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 One Hundred Thousand  ($100,000) 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
              over-the-counter  market or other  market or exchange on which the
              Common Stock is or becomes  listed or, if the Common Stock trades,
              then 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 Common  Stock
              pursuant to paragraph 4 herein without restrictive legend within 5
              business days.

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.

              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

                                       6
<PAGE>
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 Colorado  applicable to contracts made and wholly to
be  performed  within  the  State of  Colorado  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 the State of Colorado.  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.




                  {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}








                                       7
<PAGE>



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


Dated: August      , 2001
              -----


                                                     VAOW ACQUISITION CORP.




                                                     By:
                                                     ---------------------------
                                                     Richard S. Astrom

                                                     Title: President









                                       8
<PAGE>



A SERIES                           EXHIBIT I
                              NOTICE OF CONVERSION

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

              The undersigned hereby irrevocably elects to convert  $___________
of the  above  Debenture  No.  _______  into  Shares  of  Common  Stock  of VAOW
Acquisition Corp. according to the conditions set forth in such Debenture, as of
the date written below.

              If Shares are to be issued in the name of a person  other than the
undersigned,  the undersigned  will pay all transfer and other taxes and charges
payable with respect thereto.

Date of Conversion___________________________________________________
Applicable Conversion Price__________________________________________
Signature____________________________________________________________
                           [Print Name of Holder and Title of Signer]
Address:_____________________________________________________________

SSN or EIN:
           ----------------------------------------------------------

Shares are to be registered in the following name:

Name:
     ----------------------------------------------------------------
Address:
        -------------------------------------------------------------
Tel:
    ----------------------------------------
Fax:
    ----------------------------------------
SSN or EIN:
           ---------------------------------

Shares are to be sent or delivered to the following account:

Account Name:
             --------------------------------------------------------
Address:
        -------------------------------------------------------------






                                       9
<PAGE>


                                   SCHEDULE A


                                   DEBENTURES
                                   ----------

--------------------------------------------------------------------------------

                              Aggregate
                              Principal
    Name/Address              Amount of            Purchase Price
    -----------              ----------            -------------
                             Debentures
                             ----------
--------------------------------------------------------------------------------

---------------------- ------------------------- ------------------ ------------


---------------------- ------------------------- ------------------ ------------


---------------------- ------------------------- ------------------ ------------

TOTAL
---------------------- ------------------------- ------------------ ------------