EXHIBIT 4.20

                           10% CONVERTIBLE DEBENTURES















                                       -89-

<PAGE>



                                  SCHEDULE "A"

               FORM OF SERIES A CONVERTIBLE DEBENTURE CERTIFICATE

[FOR U.S. RESIDENTS] THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
APPLICABLE   STATE  SECURITIES  LAW,  AND  NO  INTEREST  THEREIN  MAY  BE  SOLD,
DISTRIBUTED,  ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
UNLESS  (A) THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND
APPLICABLE UNITED STATES SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING
SAID  SECURITIES,  OR (B) THIS COMPANY  RECEIVES AN OPINION OF LEGAL COUNSEL FOR
THE HOLDER OF THESE SECURITIES  (CONCURRED IN BY LEGAL COUNSEL FOR THIS COMPANY)
STATING THAT SUCH TRANSACTION IS EXEMPT FROM  REGISTRATION,  OR (C) THIS COMPANY
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO A HOLD PERIOD
WHICH EXPIRES AT 12:00 A.M. (MIDNIGHT)  (VANCOUVER TIME) ON MAY 24, 2001 AND MAY
NOT BE TRADED IN BRITISH  COLUMBIA  UNTIL SUCH TIME EXCEPT AS  PERMITTED  BY THE
SECURITIES ACT (BRITISH COLUMBIA) AND THE RULES AND REGULATIONS MADE THEREUNDER.

[To be added to Certificates  for  Debentureholders  who have elected to receive
First Year Interest Shares.] [THE INTEREST UNDER THIS DEBENTURE HAS BEEN PAID UP
TO AND  INCLUDING  JANUARY 23, 2002 AND NO MORE  INTEREST  ACCRUES OR IS PAYABLE
HEREUNDER UNTIL AFTER JANUARY 23, 2002. IN ADDITION, IF THE HOLDER OR TRANSFEREE
OF THIS  DEBENTURE  EXERCISES  THEIR RIGHT TO CONVERT THIS DEBENTURE INTO COMMON
SHARES ON OR BEFORE  JANUARY 23,  2002,  THE PRE-PAID  INTEREST  WILL BE OFF-SET
AGAINST  THE NUMBER OF SHARES  ISSUABLE  UPON  CONVERSION.  PLEASE SEE THE TRUST
INDENTURE FOR DETAILS.]

                                                       Certificate No.  A -
                                                                             ---
                       10% CONVERTIBLE DEBENTURE, SERIES A
                                       OF
                              HILTON PETROLEUM LTD.
                (Continued under the laws of the Yukon Territory)
                             PRINCIPAL AMOUNT U.S.$
                                                   -----

For value received,  Hilton Petroleum Ltd. (the "Company")  hereby  acknowledges
itself   indebted  and  promises  to  pay  to  oFull  Name  of   Subscriber]  of
____[Address,   City,   Prov,   PC],  the   registered   Debentureholder,   (the
"Debentureholder") on January 24, 2004 (the "Maturity Date"), or on such earlier
date or later date as this convertible  debenture (the "Convertible  Debenture")
may become due in accordance  with the  provisions of the Indenture  hereinafter
mentioned,  on presentation and surrender of this  Convertible  Debenture at the
principal  office of the  Trustee  at  Vancouver,  British  Columbia  the sum of
____[AMOUNT]  DOLLARS  (U.S.$___) in lawful money of the United States  together
with interest thereon at a rate equal to 10% per annum calculated  quarterly not
in advance.

This Series A Convertible Debenture is one of the Convertible  Debentures issued
under and  entitled to the benefit of and subject to the  provisions  of a trust
indenture  (the  "Indenture")  dated  January 24,  2001  between the Company and
Montreal Trust Company of Canada (the "Trustee") as trustee.  The obligations of
the Company  hereunder are secured  pursuant to the provisions of the Indenture.
Reference  is hereby  made to the  Indenture  and all  instruments  supplemental
thereto or in implement  thereof for a description  of the terms and  conditions
upon which the  Convertible  Debenture is issued or may be issued and held,  the
security


                                       -90-

<PAGE>



granted  in  respect  of  the  Convertible  Debenture  and  the  rights  of  the
Debentureholders  of Convertible  Debentures and of the Company and the Trustee,
all to the same  effect as if the  provisions  of the  Indenture  and such other
instruments   were   herein  set  forth,   to  all  of  which   provisions   the
Debentureholder of this Convertible Debenture, by acceptance hereof, assents.

The  Convertible  Debentures  are issuable in  denominations  of U.S.$1,000  and
integral  multiples of U.S.$1,000.  The Convertible  Debenture of any authorized
denomination  may be exchanged,  as provided in the Indenture,  for  Convertible
Debentures  of an equal  aggregate  principal  amount  in any  other  authorized
denomination or denominations.

This Convertible  Debenture,  all other Convertible  Debentures now or hereafter
certified and issued under the Indenture  and the 9%  Convertible  Debentures of
the  Company  due April 30,  2003 rank pari passu in terms of both  payment  and
security and all  Convertible  Debentures are secured equally and ratably by the
Indenture.

Only the principal amount of the Convertible  Debenture will be convertible into
Common  Shares in  accordance  with the  provisions  of the  Indenture,  and the
Debentureholder  of  a  Convertible   Debenture  surrendered  or  deemed  to  be
surrendered for conversion in accordance with the Indenture will not be entitled
to receive accrued and unpaid interest in respect  thereof,  other than interest
due and unpaid,  if any, up to the last Interest Payment Date which will be paid
to the Debentureholder in cash, or in certain circumstances, Common Shares.

The Convertible Debentures will bear interest at a rate of 10% per annum payable
in US currency  calculated  quarterly and payable in arrears in equal  quarterly
payments on February 28, May 31, August 31 and November 30 of each year (each an
"Interest Payment Date"). The interest for any period other than the three-month
periods  between the Interest  Payment  Dates will be calculated on the basis of
the actual number of days elapsed  during the period for which interest is being
calculated, divided by 365 and aggregated for that period and will be payable in
U.S. currency.  During the First Year each  Debentureholder may elect to receive
Common Shares  ("First Year  Interest  Shares") in an amount equal to 10% of the
principal  amount of the  Debenture  (such amount shall be converted to Canadian
currency at the Exchange Rate (as that term is defined in the Trust  Indenture),
divided by $1.35. During the Second Year and Third Year the Debentureholders may
elect to receive the interest due in common shares (the "Interest Shares").  The
Debentureholder  must  elect to  receive  Interest  Shares by  giving  notice in
writing to the  Company  ("Interest  Notice")  no later than 7 days  before each
Interest  Payment  Date.  In the event the Company does not receive the Interest
Notice from a Debentureholder, the Debentureholder will receive the interest due
in U.S.  currency.  The number of Interest Shares due shall be calculated  using
the average closing price (the "Interest  Share Price") of the Company's  Common
Shares for the 10 trading days prior to fifth day before the applicable Interest
Payment Date. The  Debentureholder  shall receive  Interest  Shares totaling the
amount of  interest  due  during a  specified  period  (an  "Interest  Payment")
converted into Canadian currency using the Exchange Rate on fifth day before the
Interest Payment Date, and then divided by the applicable Interest Share Price.

The conversion  prices by which this Convertible  Debenture may be converted are
as follows:

         During the First Year:                      Cdn $1.35
         During the Second Year:                     Cdn $1.35
         During the Third Year:                      Cdn $1.56

Upon  conversion,  the amount of this  Debenture  will first be  converted  into
Canadian  currency  using  the  Exchange  Rate (as that term is  defined  in the
Indenture)  and then  converted  into  common  shares  at the  above-  mentioned
conversion  prices.  The Company will  automatically  convert  this  Convertible
Debenture  into  common  shares of the  Company in the event that the  Company's
Current Market Price (as defined in the Indenture)  Cdn$6.50  (first  converting
the amount of this Debenture into Canadian currency as above).

                                       -91-
<PAGE>



Any common shares issued upon  conversion of this  Convertible  Debenture  shall
bear the legends required by Section 2.19 of the Indenture.

The Indenture contains  provisions making binding upon all  Debentureholders  of
Convertible  Debentures  outstanding hereunder resolutions passed at meetings of
such Debentureholders held in accordance with such provisions and instruments in
writing signed by the  Debentureholders of a specified majority of the principal
amount of Convertible Debentures outstanding.

No transfer of the Convertible  Debentures by the registered  Debentureholder or
his executors, administrators or any other legal representatives or his or their
attorney  duly  appointed by an  instrument in writing will be valid unless duly
noted on one of the registers  maintained  by the Trustee or other  registrar at
its principal  office in the City of Vancouver,  British  Columbia in accordance
with  the  Indenture  and  only  if  such  transfer  is in  form  and  execution
satisfactory  to  the  Trustee  or  other  registrar  and  transfer  agent  upon
compliance with any other reasonable  requirements of the Trustee. The person in
whose name this  Convertible  Debenture  will be  registered  will be deemed and
regarded as the owner hereof for all purposes of the Indenture and payment or on
account of the principal of this Convertible Debenture.

This Convertible  Debenture will not become  obligatory for any purpose until it
has been certified and delivered by the Trustee under the Indenture.

IN WITNESS WHEREOF Hilton Petroleum Ltd. has caused this  Convertible  Debenture
to be signed by its proper officer duly authorized in that behalf.

DATED as of the     day of         , 200  .
                ---        -------      --

                                        HILTON PETROLEUM LTD.


                                     By:
                                         ---------------------------------------
                                         Authorized Signatory

                              TRUSTEE'S CERTIFICATE

This Convertible Debenture is certified to be one of the Convertible  Debentures
referred to in the Indenture within mentioned this ___ day of ___, 200___.

                                      MONTREAL TRUST COMPANY OF CANADA


                                     By:
                                        ---------------------------------------
                                         Authorized Signatory


                                       -92-
<PAGE>



                CONVERSION FORM - SERIES A CONVERTIBLE DEBENTURE

TO:        Hilton Petroleum Ltd.
           Suite 1305, 1090 West Georgia Street
           Vancouver, British Columbia, V6E 3V7

AND TO:    Montreal Trust Company of Canada
           4th Floor, 510 Burrard Street
           Vancouver, British Columbia, V6C 3B9

RE:        Conversion of 10% Convertible Debenture, Series A
           (the "Convertible Debenture")



Reference is made to the Trust  Indenture  (the "Trust  Indenture")  dated as of
January 24, 2001 between  Hilton  Petroleum  Ltd. (the  "Company")  and Montreal
Trust Company of Canada (the "Trustee").

The undersigned,  as the registered  Debentureholder of a Convertible Debenture,
hereby  notifies  you of our  intention  to convert  such  Series A  Convertible
Debenture (or U.S.$ principal  amount thereof) into Canadian  currency using the
Exchange  Rate (as that  term is  defined  in the Trust  Indenture)  and then to
convert  that  amount  into  Common  Shares of the  Company  calculated  using a
Conversion  Price of  $_________  at the date hereof as  determined  pursuant to
Section 4.1 of the Trust Indenture.

The undersigned  hereby instructs the Trustee upon issue and registration of the
Common  Shares in the name and  address of the  undersigned  as set out below to
cancel the Convertible Debenture tendered herewith.


-------------------------------       -----------------------------------------
Address                               Name

                                      By:
-------------------------------          --------------------------------------


                                      By:
-------------------------------          --------------------------------------





                                       -93-
<PAGE>



                FORM OF TRANSFER - SERIES A CONVERTIBLE DEBENTURE


FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers unto
(name) (the  "Transferee"),  of (residential  address) U.S.$ principal amount of
the Convertible  Debentures of Hilton  Petroleum Ltd.  registered in the name of
the  undersigned on the records of Montreal Trust Company of Canada  represented
by the within  certificate,  and  irrevocably  appoints  as the  attorney of the
undersigned  to  transfer  the  said  securities  on the  books or  register  of
transfer, with full power of substitution.

    DATED the                   day of                            , 200    .
               -----------------        ---------------------------     ----




--------------------------    --------------------------------------------------
Signature Guaranteed          (Signature of Debentureholder, to be the same as
                              appears on the face of this Debenture Certificate)


                                       -94-
<PAGE>



                                   EXHIBIT "B"

                                  SCHEDULE "B"

               FORM OF SERIES B CONVERTIBLE DEBENTURE CERTIFICATE


[FOR U.S. RESIDENTS] THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
APPLICABLE   STATE  SECURITIES  LAW,  AND  NO  INTEREST  THEREIN  MAY  BE  SOLD,
DISTRIBUTED,  ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
UNLESS  (A) THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND
APPLICABLE UNITED STATES SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING
SAID  SECURITIES,  OR (B) THIS COMPANY  RECEIVES AN OPINION OF LEGAL COUNSEL FOR
THE HOLDER OF THESE SECURITIES  (CONCURRED IN BY LEGAL COUNSEL FOR THIS COMPANY)
STATING THAT SUCH TRANSACTION IS EXEMPT FROM  REGISTRATION,  OR (C) THIS COMPANY
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO A HOLD PERIOD
WHICH EXPIRES AT 12:00 A.M. (MIDNIGHT)  (VANCOUVER TIME) ON MAY 24, 2001 AND MAY
NOT BE TRADED IN BRITISH  COLUMBIA  UNTIL SUCH TIME EXCEPT AS  PERMITTED  BY THE
SECURITIES ACT (BRITISH COLUMBIA) AND THE RULES AND REGULATIONS MADE THEREUNDER.

[To be added to Certificates  for  Debentureholders  who have elected to receive
First Year Interest Shares.] [THE INTEREST UNDER THIS DEBENTURE HAS BEEN PAID UP
TO AND  INCLUDING  JANUARY 23, 2002 AND NO MORE  INTEREST  ACCRUES OR IS PAYABLE
HEREUNDER UNTIL AFTER JANUARY 23, 2002. IN ADDITION, IF THE HOLDER OR TRANSFEREE
OF THIS  DEBENTURE  EXERCISES  THEIR RIGHT TO CONVERT THIS DEBENTURE INTO COMMON
SHARES ON OR BEFORE  JANUARY 23,  2002,  THE PRE-PAID  INTEREST  WILL BE OFF-SET
AGAINST  THE NUMBER OF SHARES  ISSUABLE  UPON  CONVERSION.  PLEASE SEE THE TRUST
INDENTURE FOR DETAILS.]

                                                       Certificate No. B -
                                                                            ----


                       10% CONVERTIBLE DEBENTURE, SERIES B
                                       OF
                              HILTON PETROLEUM LTD.
                (Continued under the laws of the Yukon Territory)

                              PRINCIPAL AMOUNT CDN$
                                                   ------


For value received,  Hilton Petroleum Ltd. (the "Company")  hereby  acknowledges
itself  indebted and promises to pay to o[Full Name of Subscriber] of o[Address,
City,  Prov, PC], the registered  Debentureholder,  (the  "Debentureholder")  on
January 24, 2004 (the "Maturity Date"), or on such earlier date or later date as
this  convertible  debenture  (the  "Convertible  Debenture")  may become due in
accordance  with the  provisions  of the  Indenture  hereinafter  mentioned,  on
presentation and surrender of this Convertible Debenture at the principal office
of the Trustee at Vancouver,  British Columbia the sum of o[AMOUNT] DOLLARS ($o)
in lawful money of Canada together with interest  thereon at a rate equal to 10%
per annum calculated quarterly not in advance.

This Series B Convertible Debenture is one of the Convertible  Debentures issued
under and  entitled to the benefit of and subject to the  provisions  of a trust
indenture (the "Indenture") dated January 24, 2001 between

                                       -95-
<PAGE>



the Company and Montreal Trust Company of Canada (the "Trustee") as trustee. The
obligations of the Company  hereunder are secured  pursuant to the provisions of
the  Indenture.  Reference is hereby made to the Indenture  and all  instruments
supplemental  thereto or in implement thereof for a description of the terms and
conditions upon which the  Convertible  Debenture is issued or may be issued and
held,  the  security  granted in respect of the  Convertible  Debenture  and the
rights of the Debentureholders of Convertible  Debentures and of the Company and
the Trustee,  all to the same effect as if the  provisions  of the Indenture and
such other  instruments  were herein set forth,  to all of which  provisions the
Debentureholder of this Convertible Debenture, by acceptance hereof, assents.

The Convertible  Debentures are issuable in denominations of $1,000 and integral
multiples of $1,000.  The Convertible  Debenture of any authorized  denomination
may be exchanged, as provided in the Indenture, for Convertible Debentures of an
equal  aggregate  principal  amount  in any  other  authorized  denomination  or
denominations.

This Convertible  Debenture,  all other Convertible  Debentures now or hereafter
certified and issued under the Indenture  and the 9%  Convertible  Debentures of
the  Company  due April 30,  2003 rank pari passu in terms of both  payment  and
security and all  Convertible  Debentures are secured equally and ratably by the
Indenture.

Only the principal amount of the Convertible  Debenture will be convertible into
Common  Shares in  accordance  with the  provisions  of the  Indenture,  and the
Debentureholder  of  a  Convertible   Debenture  surrendered  or  deemed  to  be
surrendered for conversion in accordance with the Indenture will not be entitled
to receive accrued and unpaid interest in respect  thereof,  other than interest
due and unpaid,  if any, up to the last Interest Payment Date which will be paid
to the Debentureholder in cash, or in certain circumstances, Common Shares.

The Convertible Debentures will bear interest at a rate of 10% per annum payable
in  Canadian  currency  calculated  quarterly  and  payable  in arrears in equal
quarterly  payments on February  28, May 31,  August 31 and  November 30 of each
year (each an "Interest  Payment Date").  The interest for any period other than
the three-month periods between the Interest Payment Dates will be calculated on
the basis of the  actual  number of days  elapsed  during  the  period for which
interest is being calculated,  divided by 365 and aggregated for that period and
will be payable in Canadian currency. During the First Year each Debentureholder
may elect to receive Common Shares  ("First Year Interest  Shares") in an amount
equal to 10% of the principal amount of the Debenture,  divided by $1.35. During
the Second  Year and Third Year the  Debentureholders  may elect to receive  the
interest due in common shares (the "Interest Shares").  The Debentureholder must
elect to receive  Interest  Shares by giving  notice in  writing to the  Company
("Interest  Notice") no later than 7 days before each Interest  Payment Date. In
the  event  the  Company   does  not  receive   the   Interest   Notice  from  a
Debentureholder,  the Debentureholder  will receive the interest due in Canadian
currency.  The  number of  Interest  Shares  due shall be  calculated  using the
average  closing price (the  "Interest  Share  Price") of the  Company's  Common
Shares for the 10 trading days priorhto fifth day before the applicable Interest
Payment Date. The  Debentureholder  shall receive  Interest  Shares totaling the
amount of interest due during a specified period (an "Interest Payment") divided
by the applicable Interest Share Price.

The conversion  prices by which this Convertible  Debenture may be converted are
as follows:

         During the First Year:                               $1.35
         During the Second Year:                              $1.35
         During the Third Year:                               $1.56

The Company will  automatically  convert this Convertible  Debenture into common
shares of the Company in the event that the Company's  Current  Market Price (as
defined in the Indenture) is $6.50.


                                       -96-
<PAGE>



Any common shares issued upon  conversion of this  Convertible  Debenture  shall
bear the legends required by Section 2.19 of the Indenture.

The Indenture contains  provisions making binding upon all  Debentureholders  of
Convertible  Debentures  outstanding hereunder resolutions passed at meetings of
such Debentureholders held in accordance with such provisions and instruments in
writing signed by the  Debentureholders of a specified majority of the principal
amount of Convertible Debentures outstanding.

No transfer of the Convertible  Debentures by the registered  Debentureholder or
his executors, administrators or any other legal representatives or his or their
attorney  duly  appointed by an  instrument in writing will be valid unless duly
noted on one of the registers  maintained  by the Trustee or other  registrar at
its principal  office in the City of Vancouver,  British  Columbia in accordance
with  the  Indenture  and  only  if  such  transfer  is in  form  and  execution
satisfactory  to  the  Trustee  or  other  registrar  and  transfer  agent  upon
compliance with any other reasonable  requirements of the Trustee. The person in
whose name this  Convertible  Debenture  will be  registered  will be deemed and
regarded as the owner hereof for all purposes of the Indenture and payment or on
account of the principal of this Convertible Debenture.

This Convertible  Debenture will not become  obligatory for any purpose until it
has been certified and delivered by the Trustee under the Indenture.

IN WITNESS WHEREOF Hilton Petroleum Ltd. has caused this  Convertible  Debenture
to be signed by its proper officer duly authorized in that behalf.

DATED as of the     day of              , 200     .
                ----       -------------      ---

                          HILTON PETROLEUM LTD.

                          By:
                               ------------------------------------------------
                                Authorized Signatory



                              TRUSTEE'S CERTIFICATE

This Convertible Debenture is certified to be one of the Convertible Debentures
referred to in the Indenture within mentioned this    day of         , 200   .
                                                   ---       -------       --

                              MONTREAL TRUST COMPANY OF CANADA

                              By:
                                  --------------------------------------------
                                   Authorized Signatory



                                       -97-
<PAGE>



                CONVERSION FORM - SERIES B CONVERTIBLE DEBENTURE

TO:       Hilton Petroleum Ltd.
          Suite 1305, 1090 West Georgia Street
          Vancouver, British Columbia, V6E 3V7

AND TO:   Montreal Trust Company of Canada
          4th Floor, 510 Burrard Street
          Vancouver, British Columbia, V6C 3B9

RE:       Conversion of 10% Convertible Debenture, Series B
          (the "Convertible Debenture")



Reference is made to the Trust  Indenture  (the "Trust  Indenture")  dated as of
January 24, 2001 between  Hilton  Petroleum  Ltd. (the  "Company")  and Montreal
Trust Company of Canada (the "Trustee").

The undersigned,  as the registered  Debentureholder of a Convertible Debenture,
hereby  notifies you of our intention to convert such  Convertible  Debenture ($
principal  amount  thereof) into Common Shares of the Company (as defined in the
Trust Indenture)  calculated using a Conversion Price of $ at the date hereof as
determined pursuant to Section 4.1 of the Trust Indenture.

The undersigned  hereby instructs the Trustee upon issue and registration of the
Common  Shares in the name and  address of the  undersigned  as set out below to
cancel the Convertible Debenture tendered herewith.



--------------------           -------------------------------------------------
Address                        Name


                               By:
--------------------              ----------------------------------------------


                               By:
--------------------              ----------------------------------------------






                                       -98-
<PAGE>


                FORM OF TRANSFER - SERIES B CONVERTIBLE DEBENTURE

FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers unto
(name) (the  "Transferee"),  of (residential  address) $ principal amount of the
Convertible  Debentures of Hilton  Petroleum Ltd.  registered in the name of the
undersigned  on the records of Montreal  Trust Company of Canada  represented by
the  within  certificate,  and  irrevocably  appoints  as  the  attorney  of the
undersigned  to  transfer  the  said  securities  on the  books or  register  of
transfer, with full power of substitution.

         DATED the                   day of                            , 200   .
                   -----------------        ---------------------------     ---





---------------------------     ------------------------------------------------
Signature Guaranteed            (Signature of Debentureholder, to be the same as
                              appears on the face of this Debenture Certificate)




                                       -99-
<PAGE>