DEBENTURE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
WITH THE UNWED 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 111933 ACT"), AND RULE 504 OF
REGULATION D PROMULGATED THEREUNDER.

A-001                                                   US $____________
               JONES NAUGHTON ENTERTAINMENT, INC.

                      3% SERIES A CONVERTIBLE DEBENTURE
                              DUE JULY 30, 2000

THIS DEBENTURE of Jones Naughton Entertainment, Inc., a corporation duly
organized and existing under the laws of Colorado ("Company"), designated
as its 3% Series A Convertible Debentures Due July 30, 2000, in an
aggregate principal face amount not exceeding ___________________ Dollars
(U.S. $___________), which Debentures are being purchased at 100% of the face
amount of such Debentures.

FOR VALUE RECEIVED, the Company promises to pay to ________________ the
registered holder hereof and his authorized successors and permitted assigns
("Holder"), the aggregate principal face sum not to exceed _________________
Dollars (U.S. $__________) on July 30, 2000 ("Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of 3% per annum
commencing January 30, 1999 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 _______________ between the Company and
_________________ ("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

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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 1953, 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.

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 shares of Common Stock,
$0.001 par value per share, of the Company ("Common Stock"), at a conversion
price ("Conversion Price") for each share of Common Stock equal 75% of the
average closing bid. price of the Common Stock for the day immediately
preceding the date of receipt by the Company of Notice of Conversion
("Conversion Share").  However, if the conversion price is below $0.05 per
share, then the Holder is limited to converting a maximum of 25% of the
then outstanding principal in any 7 business day period. 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 10

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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 3% per annum shall be paid by issuing Common
Stock of the Company as follows: Based on the average closing bid price of
the Common Stock for the day 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 75% 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 120% 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. Any shares issued pursuant to this paragraph 4(C) shall be issued
pursuant to Rule 504 of Regulation D.

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:

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(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

(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 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;
or (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; or

(e)   A trustee, liquidator or receiver shall be appointed for the Company
or for a substantial pan 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 ally 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 by or against the Company and, if
instituted against the Company; or

(i)   The Company shall have its Common Stock delisted from the over-the
counter market; or

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(j) The Company shall not deliver to the Buyer the Common Stock pursuant to
paragraph 4 herein without restrictive legend within 3 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 fall 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 New York applicable to contracts made and wholly to be performed
within the State of New York 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 New York. At Holder's election, any dispute between
the parties may be arbitrated rather than litigated in the courts, before
the arbitration board of the National Association of Securities Dealers in
New York City 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.

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

Dated: ____________________

JONES NAUGHTON ENTERTAINMENT, INC.

BY:/s/Joseph Naughton
Title: President