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EXHIBIT 10.2

                                   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.

SPA-001                                                                      US
                                                                  US $1,000,000

                                  INTRAC, INC.

      8% SERIES SPA SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE DEBENTURES

                              DUE NOVEMBER 30, 2003

               THIS DEBENTURE of Intrac, Inc., a corporation duly organized and
existing under the laws of Delaware ("COMPANY"), designated as its 8% Series SPA
Senior Subordinated Convertible Debentures Due November 30, 2003, in an
aggregate principal face amount not exceeding One Million Dollars (U.S.
$1,000,000), which Debentures are being purchased at 90% 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 November 30, 2003 ("MATURITY DATE"), and to
pay interest on the principal sum outstanding, at the rate of 8% per annum
commencing December 30, 2003 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

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accordance with the terms and conditions of the Securities Subscription
Agreement dated as of November 30, 2001 between Continental Acquisition, Inc.
and the Holder ("SUBSCRIPTION AGREEMENT"), which Subscription Agreement has been
assigned to and assumed by the Company. 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 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 50% 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

                                       2

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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. If conversion is made into Common
Stock, 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 50% of the lowest closing bid
price of the Common Stock as reported on the OTCBB or any exchange on which the
Company'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 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 50% 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 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 150% 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.

               (d) 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 (x) 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, (y) the merger of the Company into a subsidiary of Seller
Parent ("Subsidiary") or (z) the merger of the Subsidiary into Seller Parent)
(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 150% 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.

               (e) 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

                                       3

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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.

               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

                                       4

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               (e) A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business without its
consent and shall not be discharged within thirty (30) days after such
appointment; or

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

               (g) Any money judgment, writ or warrant of attachment, or similar
process, in excess of 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; or

               (k) The Company shall fail to make the required filings or
statements with the Securities Exchange Commission by the appropriate deadlines.

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 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.

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               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}

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

Dated: December 4, 2001

                                                  INTRAC, INC.

                                                  By:

                                                  Title:  President

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SPA 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 Intrac, Inc.
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:

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<Table>
<Caption>


                                   SCHEDULE A

                                   DEBENTURES


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

                                  Aggregate Principal
          Name/Address            Amount of Debentures     Purchase Price
--------------------------------- ---------------------- ------------------- --------------------
<S>                            <C>                         <C>               <C>

RIM Capital Holdings, LLC                $333,333             $300,000
10725 West 85th Place
Arvada, Colorado 80005
--------------------------------- ---------------------- ------------------- --------------------

RCG LLC                                  $333,333             $300,000
10725 West 85th Place
Arvada, Colorado 80005
--------------------------------- ---------------------- ------------------- --------------------

RIM CG, LLC                              $333,333             $300,000
10725 West 85th Place
Arvada, Colorado 80005
--------------------------------- ---------------------- ------------------- --------------------

TOTAL                                  $1,000,000             $900,000
--------------------------------- ---------------------- ------------------- --------------------
</Table>




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