DEBENTURE


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

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  DIVISION.


A-001                                                  US  $1,000,000


     THE  NICKEL  PALACE,  INC.
     --------------------------


     8%  SERIES  A  SENIOR  SUBORDINATED  CONVERTIBLE  REDEEMABLE  DEBENTURE
     DUE  SEPTEMBER  22,  2002


     THIS  DEBENTURE of The Nickel Palace, Inc, a corporation duly organized and
existing  under  the  laws  of Nevada ("Company"), designated as its 8% Series A
                                        -------
Senior  Subordinated  Convertible  Debentures  Due  September  22,  2002,  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.


                                       71
<PAGE>
FOR VALUE RECEIVED, the Company promises to pay to Louvre Investors, LLC, Yellow
Stream Company, LLC and Carlsbad Capital, LLC, the registered holders hereof and
its  authorized  successors  and  permitted  assigns  ("Holder"),  the aggregate
principal  ------ face of One Million Dollars (U.S. $1,000.000) on September 22,
2002  ("Maturity  --------  Date"),  and  to  pay  interest on the principal sum
outstanding, at the rate of 8% --- per annum commencing October 22, 2000 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 September 22,
2000  between  the Company and Louvre Investors, LLC, Yellow Stream Company, LLC
and  Carlsbad  Capital,  LLC  ("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 Ten Thousand Dollars
(US$10,000) 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.  $10,000.  No  service  charge  will be made for such registration or
transfer or exchange, except that Holder shall pay any tax or other governmental
charges  payable  in  connection  therewith.

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

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


                                       72
<PAGE>
     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 $10,000 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 of a 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 traded on any exchange,
(ii) 70% of the average lowest closing bid price of the Common Stock as reported
on such exchange for any of the 5 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, as
provided  in  a  certain  Escrow  Agreement  executed  simultaneously  with this
Debenture,  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 Escrow Agent 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 if
the shares of Common Stock of the Company are traded on an exchange, the average
lowest  closing  bid  price of the Common Stock as reported on such exchange for
any  of  the  5  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 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.

                                       73
<PAGE>
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.

     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.

                                       74
<PAGE>

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, the Subscription Agreement or the Escrow 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

(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

                                       75
<PAGE>

(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  7  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 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.



                                       76
<PAGE>
     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}


                                       77
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  by  an  officer  thereunto  duly  authorized.


Dated:  September  22,  2000


THE  NICKEL  PALACE,  INC.



     By:  s/Mark Fusco
        -------------------
     Title:  President


                                       78
<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 The Nickel Palace,
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:

                                       79
<PAGE>

                                   SCHEDULE A

                                   DEBENTURES
                                   ----------



                                 AGGREGATE PRINCIPAL
            NAME/ADDRESS     AMOUNT OF DEBENTURES     PURCHASE PRICE
            ------------     --------------------     --------------

Yellow  Stream  Company  LLC
c/o  Novack  Burnbaum  Crystal  LLC
300  East  42nd  Street
New York, New York 10017                    $333,000     $299,700
               ------------------------     --------     --------

Louvre  Investors  LLC
c/o  Novack  Burnbaum  Crystal  LLC
300  East  42nd  Street
New York, New York 10017                    $333,000     $299,700
               ------------------------     --------     --------

Carlsbad  Capital  LLC
c/o  Novack  Burnbaum  Crystal  LLC
300 East 42nd Street
New  York,  New  York  10017                $334,000     $300,600
            --------------------------       -------     --------

             TOTAL                        $1,000,000     $900,000
                                          ==========     ========




                                       80
<PAGE>



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


          THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 22, 2000
("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
The  Nickel Palace, Inc., a corporation organized under the laws of Nevada, with
executive offices located at 1021 West 5th Street, Los Angeles, California 90017
("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  SECURITES  DESCRIBED  MAY  ONLY  BE  PURCHASED  BY  "ACCREDITED
INVESTORS"  AS  DEFINED  BY  RULE  504  OF SEC REGULATION D AND THE RULES OF THE
COLORADO  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  Debenture

                                       81
<PAGE>
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 90% of the face amount of such Debentures as
set  forth  in  subsection  (b)  herein.

          (b)     Payment.     The  Purchase  Price  for  the Debenture shall be
Nine  Hundred Thousand United States Dollars (U.S. $900,000) ("Purchase Price"),
                                                               --------------
which shall be payable at closing, pursuant to paragraph c herein, in accordance
with  the  terms  and  conditions of an Escrow Agreement which shall be executed
simultaneously  with  this  Agreement  ("Escrow  Agreement").
                                         -----------------

          (c)     Closing.     Subject to the satisfaction of the conditions set
forth  in  Sections 7 and 8 hereof, the Closing of the transactions contemplated
by  this  Agreement  shall take place when (i) Seller delivers the Debentures to
the  Escrow Agent, as defined in an Escrow Agreement among Buyer, Seller and the
Escrow  Agent of even date, (ii) Seller delivers the signed Escrow Agreement and
accompanying documents, and (iii) Buyer pays $360,000 towards the Purchase Price
for  the  Debentures  ("Closing  Date").
                        -------------

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

          In  connection  with  the  purchase  and  sale of the Debenture, 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;

                                       82
<PAGE>

          (f)     Buyer  has  the  full right, power and authority to enter into
this  Agreement  andto  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 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

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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 Nevada and is in good standing under such laws
with  its  principal  executive  office located in the State of Washington.  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  10,000,000,000 shares of Seller's common stock, no
par value per share ("Common Stock"), authorized and 1,000,000 outstanding as of
                      ------------
September22,  2000.  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
ownership  interests  of  other  stockholders  of the Seller.  The execution and
delivery  by  the  Seller  of  this  Agreement  and

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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 and appropriate qualification in the State of Colorado.

          (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 and therein, will be duly and validly
issued,  fully  paid  and  non-assessable.  The  Common  Stock

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<PAGE>
issuable upon conversion of the Debenture 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 and delivery to the
Escrow Agent, as defined in and pursuant to the Escrow Agreement, 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 Debenture or 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  Debenture)  and  any  "Interest  Shares"  (as  defined  in the
Debenture)  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.

                                       86
<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  Debenture  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 Debenture, 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,
            ----------------------
and  the  Purchase Price, shall be delivered to the Escrow Agent pursuant to the
Escrow  Agreement.

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

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<PAGE>
Seller,  be contemplated. No stop order suspending the sale of the Debentures or
Common  Stock  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  and the Escrow Agreement to the
Escrow  Agent.

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.

          (b)     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
Debentures  registered  in  the  name  of  such  Holder  in cash for 125% 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 Convertible Notes (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  Debenture

          (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

                                       88
<PAGE>
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 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 Seller or
successor  person  or  entity  acting  in  good  faith.

          11.     Miscellaneous.
                  -------------

          (a)     This  Agreement  together  with  the  Debentures  and  Escrow
Agreement,  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)     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)     All representations and warranties contained in this Agreement
by  Seller  and Buyer shall survive the closing of the transactions contemplated
by  this  Agreement.

          (d)     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.

                                       89
<PAGE>


          (e)     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  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)     Seller  shall  filed  a  Form  D  with the Commission upon the
Closing  of  this  transaction.

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



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

                              THE  NICKEL  PALACE,  INC


                              By     /s/Mark  Fusco
                                   ------------------------
                                   Mark  Fusco
Accepted  this  22th  day  of  September,  2000          Title:  President


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

                              LOUVRE  INVESTORS  LLC


                              By:  /s/  Nick  Dominijanni
                                   --------------------------


                              YELLOW  STREAM  COMPANY  LLC


                              By:  /s/  Donna  Shortt_
                                   ---------------------------


                              CARLSBAD  CAPITAL  LLC

                              By:  /s/  Nick  Dominijanni
                                  ----------------------------


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<PAGE>