EXHIBIT 10.19

                                    DEBENTURE


THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                SECURED DEBENTURE


                               BIO-ONE CORPORATION


                        5% SECURED CONVERTIBLE DEBENTURE


                             DUE SEPTEMBER ___, 2004


No. 001                                                          $15,000,000.00

         This Secured Debenture is issued by Bio-One Corporation, a Nevada
corporation (the "Company"), to Cornell Capital Partners, LP (together with its
permitted successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

         SECTION 1.01 PRINCIPAL AND INTEREST. For value received, the Company
hereby promises to pay to the order of the Holder in lawful money of the United
States of America and in immediately available funds at the times set forth in
this Section 1.01 the principal sum of Fifteen Million Dollars (US $15,000,000),
together with interest on the unpaid principal of this Debenture at the rate of
five percent (5%) per year (computed on the basis of a 365-day year and the
actual days elapsed) from the date of this Debenture until paid. The Company
shall pay to the Holder, at the Holder's option, in either cash or common stock
of the Company as provided in Section 1.02 herein, One Million Dollars
($1,000,000) per week for five (5) weeks commencing on May 1, 2004, resuming on
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July ___, 2004, and September ___, 2004. The entire principal amount and all
accrued interest shall be paid to the Holder on September ____, 2004. Except
after an Event of Default, in no event shall the Holder be entitled to convert
this Debenture for a number of shares of Common Stock in excess of that number
of shares of Common Stock which, upon giving effect to such conversion, would
cause the aggregate number of shares of Common Stock beneficially owned by the
Holder and its affiliates to exceed 4.99% of the outstanding shares of the
Common Stock following such conversion.

         SECTION 1.02 OPTIONAL CONVERSION. Notwithstanding the repayment
provisions contained in Section 1.01 herein, the Holder is entitled, at its sole
option, to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal amount
of the Debenture, plus accrued interest, into shares (the "Conversion Shares")
of the Company's common stock, par value $.001 per share ("Common Stock"), at
the price per share (the "Conversion Price") equal to the lesser of (a) an
amount equal to Seventy Five Cents ($0.75) (the "Fixed Price") or (b) an amount
equal to eighty percent (80%) of the lowest daily volume weighted average price
of the Company's Common Stock, as quoted by Bloomberg, LP (the "VWAP"), for the
five (5) trading days immediately preceding the Conversion Date (as defined
herein). Subparagraphs (a) and (b) above are individually referred to as a
"Conversion Price". As used herein, "Principal Market" shall mean The National
Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq
SmallCap Market, or American Stock Exchange. If the Common Stock is not traded
on a Principal Market, the Closing Bid Price shall mean, the reported Closing
Bid Price for the Common Stock, as furnished by the National Association of
Securities Dealers, Inc., for the applicable periods. No fraction of 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. To
convert this Debenture, the Holder hereof shall deliver written notice thereof,
substantially in the form of Exhibit "A" to this Debenture, with appropriate
insertions (the "Conversion Notice"), to the Company at its address as set forth
herein. The date upon which the conversion shall be effective (the "Conversion
Date") shall be deemed to be the date set forth in the Conversion Notice.

         SECTION 1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Debenture, such number of
shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.

         SECTION 1.04 RIGHT OF REDEMPTION. The Company at its option shall have
the right to redeem, with three (3) business days advance written notice (the
"Redemption Notice"), a portion or all outstanding convertible debenture. The
redemption price shall be one hundred twenty percent (120%) of the amount
redeemed plus accrued interest.

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         SECTION 1.05 REGISTRATION RIGHTS. The Company is obligated to register
the resale of the Conversion Shares under the Securities Act of 1933, as
amended, pursuant to the terms of a Registration Rights Agreement, between the
Company and the Holder of even date herewith (the "Investor Registration Rights
Agreement").

         SECTION 1.06 INTEREST PAYMENTS. The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Holder, in its sole
discretion, may elect to receive the interest in cash (via wire transfer or
certified funds) or in the form of Common Stock. In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that the
interest be paid in cash (via wire transfer or certified funds) or in the form
of Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued will be calculated as follows: the value of the stock shall be the
Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal to the amount of interest
due shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

         SECTION 1.07 PAYING AGENT AND REGISTRAR. Initially, the Company will
act as paying agent and registrar. The Company may change any paying agent,
registrar, or Company-registrar by giving the Holder not less than ten (10)
business days' written notice of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

         SECTION 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by
all of the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement"). In addition, within ten (10) business days of the date
hereof, the Company shall file any and all documents necessary or advisable to
create and perfect a third position security interest in all of the assets of
Interactive Nutrition International, an Ontario, Canada corporation. As set
forth in the Security Agreement, Holder's security interest shall terminate upon
the occurrence of an Expiration Event as defined in the Security Agreement.

                                  ARTICLE II.

         SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without the consent of the Holder. Notwithstanding the above, without
the consent of the Holder, the Debenture may be amended to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change that does not adversely affect the rights of
the Holder.

                                  ARTICLE III.

         SECTION 3.01 EVENTS OF DEFAULT. An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture; (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to the Securities Purchase Agreement; (c) failure by the Company's transfer
agent to issue freely tradeable Common Stock to the Holder within five (5) days

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of the Company's receipt of the attached Notice of Conversion from Holder; (d)
failure by the Company for ten (10) days after notice to it to comply with any
of its other agreements in the Debenture; (e) events of bankruptcy or
insolvency; (f) a breach by the Company of its obligations under the Securities
Purchase Agreement (as defined herein) or the Investor Registration Rights
Agreement which is not cured by the Company within ten (10) days after receipt
of written notice thereof. Upon the occurrence of an Event of Default, the
Holder may, in its sole discretion, accelerate full repayment of all debentures
outstanding and accrued interest thereon or may, notwithstanding any limitations
contained in this Debenture and/or the Securities Purchase Agreement dated the
date hereof between the Company and Cornell Capital Partners, L.P. (the
"Securities Purchase Agreement"), convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.

         SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated
in Article III Section 3.01, a breach by the Company of its obligations under
the Investor Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.
The Company acknowledges that failure to honor a Notice of Conversion shall
cause irreparable harm to the Holder.

                                  ARTICLE IV.

         SECTION 4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole
or in part, may be converted at any time following the date of closing, into
shares of Common Stock at a price equal to the Conversion Price as described in
Section 1.02 above.

         SECTION 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to
convert a part of the Debenture, then the Company shall reissue a new Debenture
in the same form as this Debenture to reflect the new principal amount.

                                   ARTICLE V.

         SECTION 5.01 ANTI-DILUTION. In the event that the Company shall at any
time subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

         SECTION 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
INTERESTS. Except for the Standby Equity Distribution Agreement dated March 26,
2004 between the Company and Cornell Capital Partners, LP. so long as any of the
principal of or interest on this Note remains unpaid and unconverted, the

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Company shall not, without the prior consent of the Holder, issue or sell (i)
any Common Stock or Preferred Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior to its
issuance, (ii) issue or sell any Preferred Stock, warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per
share less than such Common Stock's fair market value determined immediately
prior to its issuance, (iii) enter into any security instrument granting the
holder a security interest in any of the assets of the Company, or (iv) file any
registration statement on Form S-8.

                                  ARTICLE VI.

         SECTION 6.01 NOTICE. Notices regarding this Debenture shall be sent to
the parties at the following addresses, unless a party notifies the other
parties, in writing, of a change of address:

If to the Company, to:     Bio-One Corporation
                           1630 Winter Springs Blvd.
                           Winter Springs, FL 32708
                           Attention:        Armand Dauplaise
                           Telephone:        (407) 977-1005
                           Facsimile:        (407) 977-1186

With a copy to:            Kirkpatrick & Lockhart LLP
                           201 South Biscayne Boulevard - Suite 2000
                           Miami, FL  33131-2399
                           Attention:        Clayton E. Parker, Esq.
                           Telephone:        (305) 539-3300
                           Facsimile:        (305) 358-7095

If to the Holder:          Cornell Capital Partners, LP
                           101 Hudson Street, Suite 3606
                           Jersey City, NJ  07303
                           Telephone:        (201) 985-8300
                           Facsimile:        (201) 985-8266

With a copy to:            Butler Gonzalez LLP
                           1416 Morris Avenue, Suite 207
                           Union, NJ 07083
                           Attention:        David Gonzalez, Esq.
                           Telephone:        (908) 810-8588
                           Facsimile:        (908) 810-0973


         SECTION 6.02 GOVERNING LAW. This Debenture shall be deemed to be made
under and shall be construed in accordance with the laws of the State of
Delaware without giving effect to the principals of conflict of laws thereof.

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Each of the parties consents to the jurisdiction of the U.S. District Court
sitting in the District of the State of New Jersey or the state courts of the
State of New Jersey sitting in Hudson County, New Jersey in connection with any
dispute arising under this Debenture and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens to the bringing of any such proceeding in such jurisdictions.

         SECTION 6.03 SEVERABILITY. The invalidity of any of the provisions of
this Debenture shall not invalidate or otherwise affect any of the other
provisions of this Debenture, which shall remain in full force and effect.

         SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire agreement between the parties hereto with respect to the subject
matter hereof and there are no representations, warranties or commitments,
except as set forth herein. This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

         SECTION 6.05 COUNTERPARTS. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

         IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

                                BIO ONE CORPORATION

                                By:
                                Name:    Armand Dauplaise
                                Title: President





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                                   EXHIBIT "A"


                              NOTICE OF CONVERSION


        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)



TO:

         The undersigned hereby irrevocably elects to convert $_____________ of
the principal amount of the above Debenture into Shares of Common Stock of
Bio-One Corporation, according to the conditions stated therein, as of the
Conversion Date written below.

CONVERSION DATE:

APPLICABLE CONVERSION PRICE:

SIGNATURE:

NAME:

ADDRESS:

AMOUNT TO BE CONVERTED:                   $

AMOUNT OF DEBENTURE UNCONVERTED:          $

CONVERSION PRICE PER SHARE:               $

NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED:

PLEASE ISSUE THE SHARES OF COMMON STOCK
IN THE FOLLOWING NAME AND TO THE
FOLLOWING ADDRESS:

ISSUE TO:

AUTHORIZED SIGNATURE:

NAME:

TITLE:

PHONE NUMBER:

BROKER DTC PARTICIPANT CODE:

ACCOUNT NUMBER:




                                       A-1