$10,000                                                              NOTE ____

                                CONVERTIBLE NOTE
                               DATED JUNE 29, 1998

         THIS NOTE is one of the duly authorized  issue of Convertible  Notes of
Odysssey  Pictures  Corporation,  a Nevada  corporation,  (the  "Company") in an
aggregate principal amount of up to $150,000 (the "Notes").

         FOR VALUE RECEIVED, the Company promises to pay to Augustine Fund, L.P.
or the permitted  registered holder hereof (the "Holder"),  the principal sum of
US$10,000 (Ten Thousand United States Dollars) (the "Initial  Principal Amount")
or such lesser  principal amount following the conversion or conversions of this
Note in accordance with Paragraph 4 (the "Outstanding Principal Amount") on June
28, 1999 (the "Maturity Date").

         The  principal  of this Note is payable in such coin or currency of the
United  States as at the time of payment is legal  tender for  payment of public
and private  debts,  at the address last  appearing on the Note  Register of the
Company as designated in writing by the Holder from time to time.

         The Company will pay the  principal of this Note on the Maturity  date,
free of any  withholding  or deduction of any kind  (subject to the provision of
paragraph 2 below), to the Holder as of the due date and addressed to the Holder
at the address appearing on the Note Register.

         The  forwarding  of such check and/or  Shares of the  company's  common
stock  ("Shares")  shall  constitute a payment of principal  hereunder and shall
satisfy and  discharge the liability for principal on this Note to the extent of
the sum represented by such check and/or Shares.

         This Note is subject to the following additional provisions:

         1.  These  Notes are  originally  issuable  in amounts of not less than
$10,000.
         2. All payments on account of the  principal of this Note (whether made
by the  Company  or any  other  person)  to or for  the  account  of the  Holder
hereunder shall be made free and clear of and without reduction by reason of any
present and future income, stamp,  registration and other taxes, levies, duties,
cost,  and charges  whatsoever  imposed,  assessed,  levied or  collected by the
United  States or any  political  subdivision  or taxing  authority  thereof  or
therein,  together with interest thereon and penalties with respect thereto,  if
any,  on or in respect  of this Note  (such  taxes,  levies,  duties,  costs and
charges being herein collectively called "US Taxes").
         3. If at any time there occurs a transaction  in which in excess of 50%
of the Company's  voting power is  transferred  (excluding any public or private
offering of Company  equity  securities) on any  consolidation  or merger of the
Company into any other or other entity or person  (whether of not the Company is
the surviving Corporation) or any other corporate  reorganization or transaction
or series of related transactions,  the Holder of this Note then outstanding may
participate in any such  transaction as a class with common  stockholders on the
same  basis as if this Note had been  converted  one day prior to the  effective
date of such transaction;  provided, however that at the option of the Holder of
this Note,  such Holder may treat the  effective  date of any  transaction  that
occurs prior to Maturity Date as a redemption date and shall be entitled to have
the  Company  redeem  this  Note at a  price  equal  to 125% of the  Outstanding
Principal  Amount  of this  Note.  The  Holder  shall be  entitled  to make such
election  at any time up to ten (10)  days  prior to the  effective  date of the
transaction.  The  Company  shall not effect  any stock  split,  subdivision  or
combination  with an effective  date within three (3) trading days preceding the
effective date of a merger or  consolidation.  The Company shall not make, fix a
record  date for the  determination  of  holders  of Common  Stock  entitled  to
receive, a dividend or other distribution  payable in additional Shares,  within
an  effective  date within (3)  trading  days prior to the  effective  date of a
merger or consolidation.


                                EXHIBIT 10 - PAGE 1
<PAGE>

         Notwithstanding  the transfer of 50% of the Company's voting power, the
Company shall have the  unequivocal  right to redeem this Note at any time prior
to its  Maturity  Date at a price  equal  to 125% of the  Outstanding  Principal
Amount of this Note, provided that the Company shall give to the Holder five (5)
days  written  notice of its  intention  to do so and the Holder has not faxed a
Notice of Conversion.  In the event a Notice of Conversion  has been faxed,  the
Company  shall have one (1) business day to elect  redemption  in writing.  Upon
notice of its right to redeem the Note, the Company shall  immediately  transfer
the  appropriate  amount of funds to Holder.  If after one (1) business day from
the date of the notice of  redemption  is  received by the Holder the funds have
not  been  received  by the  Holder,  then  the  Holder's  conversion  that  had
previously been sent shall be deemed restored and the time period for conversion
shall run from the date of the conversion (the "Conversion Date").

         4. The  Holder of this Note is  entitled,  at its  option,  at any time
after the Note Date to convert  all of any lesser  portion of Initial  Principal
Amount into Shares at a conversion price (the "Conversion Price") for each Share
equal to the lesser  average  closing  bid of the Common  Stock for the five (5)
trading days  immediately  prior to the Note Date or eighty percent (80%) of the
average  closing  bid  of the  Common  Stock  for  the  five  (5)  trading  days
immediately prior to the Conversion Date.  Provided,  however,  that in no event
shall the Holder be  entitled  to convert  any portion of this Note in excess of
that portion of this Note upon  conversion of which the sum of (1) the number of
Shares  beneficially  owned by the Holder and its  affiliate  (other than Shares
which may be deemed  beneficially owned through the ownership of the unconverted
portion of this Note), and (2) the number of shares issuable upon the conversion
of the  portion  of this Note with  respect to which the  determination  of this
proviso is being made,  would result in  beneficial  ownership by the Holder and
its affiliates of more than 4.9% of the outstanding  Shares.  For purpose of the
proviso to the immediately  preceding  sentence,  beneficial  ownership shall be
determined in accordance  with  Section13(d)  of the Securities  Exchange Act of
1934, as amended,  and Regulation 13 D thereunder,  except as otherwise provided
in  clause  (1) of such  proviso.  In the event of any  stock  split,  dividend,
combination or similar event  occurring  after the Conversion  Date and prior to
the issuance of the respective stock certificates,  the Conversion Price will be
subject to appropriate adjustment.  For purpose of this section, the closing bid
price of Common  Stock  shall be the closing bid price as reported by the Nasdaq
Stock Market, or the closing bid price in the over-the-counter market or, if the
Common  Stock is  listed  on a stock  exchange,  the  closing  bid price on such
exchange  as  reported  in the Wall Street  Journal.  Such  conversion  shall be
effectuated by surrendering  the Notes to be converted to the Company,  with the
form of  conversion  notice  attached to the Note as Exhibit A,  executed by the
Holder of the Note  evidencing  such  Holder's  intention  to convert  the Note.
Interest accrued or accruing from the date of issuance to the Conversion Date in
an amount so converted shall be paid in Shares of the Company, calculated at the
same Conversion  Price (as determined  above),  as would apply on the Conversion
Date of the principal  amount being converted but using the discount  percentage
applicable  as of such date and  shall  constitute  payment  in full of any such
interest on the same terms as would  otherwise  apply to the  conversion  of the
principal amount hereof.

         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.  The date on which Notice of  Conversion is given shall be
deemed to be the date on which the Holder  notifies the Company of its intention
to convert by delivery, by facsimile transmission or otherwise, of a copy of the
Notice of  Conversion.  Notice of  Conversion  may be given by  facsimile to the
Company at 214-720-1617.  This Note, together with original executed copy of the
Notice  of  Conversion,  shall be  delivered  to the  Company  within  three (3)
business  days  following  the date on which  Notice of  Conversion  is given as
described above. Any unconverted  principal amount shall at the Maturity Date be
paid, at the option of the Company, in either (a) cash or (b) Shares valued at a
price  equal to the average  closing bid price of the Common  Stock for the five
(5) trading days immediately preceding the Maturity Date.




                              EXHIBIT 10 - PAGE 2
<PAGE>

         Upon the surrender of this Note,  accompanied by a Notice of Conversion
in the form attached  hereto as Exhibit A, properly  completed and duly executed
by the Holder (a "Conversion Notice"),  the Company shall issue and, within five
(5) business days (the  "Deadline")  after actual delivery of this Note with the
Notice of Conversion, deliver to or upon the order of the Holder (1) that number
of Shares  for the  portion  of the Note  converted  as shall be  determined  in
accordance  herewith,  and  (2)  this  Note  with  appropriate  notation  by  an
authorized  officer of the Company to account for the  remaining  balance of the
principal  amount  hereof  following  conversion,  if  any.  Without  in any way
limiting the Holder's right to pursue other remedies,  including  actual damages
and/or  equitable  relief,  the  parties  agree that if  delivery  of the Shares
issuable  upon  conversion  of this  Note is more  than  one (1) day  after  the
Deadline,  the Company  shall pay to the Holder $20 per each  $10,000  principal
amount per day in cash,  for the first day beyond the  deadline and $20 per each
$10,000  principal amount per day for each day thereafter that the Company fails
to deliver the Shares. Such cash amount shall be paid to the Holder by the fifth
day of the month  following the month in which it has accrued,  at the option of
the  Holder  (by  written  notice to the  Company  by the first day of the month
following  the month in which it accrued),  and shall be added to the  principal
amount of this Note, in which event  interest shall accrue thereon in accordance
with the  terms  of this  Note and such  additional  principal  amount  shall be
convertible into Shares in accordance with the terms of this note.

         The  number of Shares to be issued  upon each  conversion  of this Note
shall be determined by dividing that portion of the principal amount of the Note
to be converted  by the  Conversion  Price in effect on the date the  Conversion
Notice is delivered to the Company by the Holder.

         5. No  provision of this Note shall alter or impair the  obligation  of
the  Company,  which  is  absolute  and  unconditional,  to the  payment  of the
principal of this Note at the time,  place and rate, and in the coin or currency
herein  prescribed.  This Note and all other  Notes now or  hereafter  issued on
similar  terms are direct  obligations  of the Company.  This Note ranks equally
with all other Notes now or hereafter  issued under the terms set forth  herein.
In the event of any  liquidation,  reorganization,  winding  up or  dissolution,
repayment  of this  Note  shall be  subordinate  in all  respects  to any  other
indebtedness  for borrowed money of the Company,  whether  outstanding as of the
date of this Note or hereafter incurred.

         Such subordination  shall extend without limiting the generality of the
foregoing,  to all indebtedness of the Company to banks, financial institutions,
other secured lenders,  equipment lessors and equipment finance  companies,  but
shall  exclude  trade  debts;  and any  warrants,  options  or other  securities
convertible  into stock of the  Company  shall rank pari passu with the Notes in
all respects.

         6. The Company  hereby  expressly  waives  demand and  presentment  for
payment,  notice  of  nonpayment,   protest,  notice  of  dishonor,   notice  of
acceleration  of intent to accelerate,  bringing of suit 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  hereon,
regardless of and without notice,  diligence, act or omission as or with respect
to the collection of any amount called hereunder.

         7. If the  Company at any time of from time to time after the Note Date
makes a dividend or other  distribution  to holders of Common  Stock  payable in
securities  of the  Company  other  than the  Shares,  then in each  such  event
provision shall be made so that the Holder shall receive upon conversion of this
Note  pursuant  to  Paragraph  4 hereof,  in  addition  to the  number of Shares
receivable  thereupon,  the amount of such other  securities  of the  Company to
which the Holder on the relevant  record of payment date, as applicable,  of the
number of Shares so receivable  upon conversion  would have been entitled,  plus
any  dividends or other  distributions  would have been received with respect to
such  securities had the Holder  thereafter,  during the period from the date of
the such event to and including the  Conversion  Date retained such  securities,
subject to all other  adjustments  called for during such period under this Note
with respect to the rights of the Holder.


                              EXHIBIT 10 - PAGE 3
<PAGE>

         8. If at any time of from time to time after the Note Date,  the Common
Stock  issuable  upon the  conversion  of the Note is  changed  into the same or
different  numbers  of shares  of any class or  classes  of  stock,  whether  by
recapitalization  or otherwise  (other than subdivision or combination of shares
of stock  dividend or  reorganization  provided for  elsewhere in this Note or a
merger or  consolidation,  provided for in Paragraph 3), then in each such event
the Holder shall have the right  thereafter to convert the Note into the kind of
stock receivable in such recapitalization,  reclassification or other changes by
holders of Shares, all subject to further adjustment as provided herein. In such
event,  the formulae set forth herein for  conversion  and  redemption  shall be
equitably  adjusted to reflect such change in number of shares, or, if shares of
a new class of stock are  issued,  to reflect  the market  price of the class or
classes of stock issued in connection with the above described transaction.

         9. If at any time of from time to time  after the Note Date  there is a
capital  reorganization  of the Common  Stock  (other  than a  recapitalization,
subdivision,  combination,  reclassification, or exchange of shares provided for
elsewhere in this Note) then, as a part of such reorganization,  provision shall
be made so that the Holder  shall  thereafter  to be  entitled  to receive  upon
conversion  of this Note the  number of shares of stock or other  securities  or
property to which a holder of the number of Shares  deliverable  upon conversion
would  have been  entitled  on such  capital  reorganization.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this Note with respect to the rights of the Holder after the  reorganization  to
the end that the  provisions of this Note shall be  applicable  after that event
and  be as  nearly  equivalent  as  may  be  practicable,  including,  by way of
illustration and not limitation,  by equitably  adjusting the formulae set forth
herein  for  conversion  and  redemption  to  reflect  the  market  price of the
securities  or  property   issued  in  connection   with  the  above   described
transaction.

         10. If one or more of the "Events of Default" as described in Paragraph
11 shall  occur,  the Company  agrees to pay all costs and  expenses,  including
reasonable  attorney's  fees,  which may be incurred by the Holder in collecting
any amount due under this Note.

         11. If more than one of the  following  described  "Events of  Default"
shall occur:

         (a) The Company shall default in the payment of principal;
         (b) Any of the representations or warranties made by the Company herein
between the  Company  and Holder or in any  certificate  or  financial  or other
document  heretofore  or  hereafter  furnished by or on behalf of the Company in
connection  with the  execution  and  delivery  of this  Note  shall be false or
misleading any material respect at the time made; or
         (c) The Company  shall fail to perform or observe  any other  covenant,
provision,  condition,  agreement or  obligation  of the Company under this Note
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  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 it 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 part of it 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 and
shall not be dismissed within thirty (30) days thereafter; or



                              EXHIBIT 10 - PAGE 4
<PAGE>

         (g) Any money  judgment,  writ or  warrant  of  attachment,  or similar
process except mechanics and materialmen's liens incurred in the ordinary course
of  business  in  excess  of Two  Hundred  Thousand  ($200,000)  Dollars  in the
aggregate shall be entered or filed against the Company or any of its properties
or other assets and shall remain unsatisfied,  unvacated,  unbounded or unstayed
for a period of  thirty  (30) days  (unless  such  order  provided  for  delayed
payment)  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, shall not be dismissed,  stayed or bonded within
sixty (60) days after such  institution  or the  Company  shall by any action or
answer approve of, consent to, or acquiesce in any such proceedings or admit the
material  allegations  of, or default in answering a petition  filed in any such
proceeding; or

         Then,  or at any time  thereafter,  and on each and in every such case,
unless such Event of Default shall have been waived in writing by the holders of
a majority of all Notes  outstanding  (which  waiver shall not be deemed to be a
waiver of any subsequent  default) at the option of the holders of a majority of
Notes  outstanding  and in their  discretion,  the Holder may consider this Note
immediately due or payable,  without presentment,  demand,  protest or notice of
any kind, all of which are expressly  waived,  anything herein or in any note or
other instruments contained to the contrary notwithstanding,  and the Holder may
immediately  demand 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.  In such  event,  this Note shall be redeemed by the
Company  at a  redemption  price  per  Note  equal  to 125%  of the  Outstanding
Principal Amount due hereunder.

         12.  Notwithstanding  anything to the contrary  contained herein,  each
Conversion  Notice shall contain a  representation  that, after giving effect to
the Shares to be issued pursuant to such Conversion  Notice, the total number of
Shares deemed beneficially owned by the Holder,  together with all Shares deemed
beneficially  owned by the Holder's  "affiliates"  as defined in Rule 144 of the
Act, will not exceed 4.9% of the total issued and outstanding Shares.

         13.  The  Holder  may,  subject  to  compliance  with the  Subscription
Agreement and the provision of Rule 504 of Regulation D under the Securities Act
of 1933, as amended, (the 1933 Act) without notice,  transfer,  assign, mortgage
or  encumber  this Note,  any  interest  herein or any part  hereof in  integral
multiples  of  $10,000  of the  entire  outstanding  balance  to an  "accredited
investor" as defined in the 1933 Act that will be acquiring the Note of interest
herein for its account for the purpose of  investment  and not with a view to or
for  sale in  connection  with  any  distribution  hereof  and,  each  assignee,
transferee  or mortgage  (which may include any  affiliate of the Holder)  shall
have  the  right  to  transfer  or  assign  its  interest  subject  to the  same
limitations.  Each such assignee,  transferee and mortgage shall have all of the
rights of the Holder,  under this Note. The Company may condition  registrations
of transfers on the receipt of a certificate  from the  assignee,  transferee of
mortgage in a form acceptable to the Company that contains  representations  and
warranties  similar to those of the  Holder  contained  in Section  Three of the
Subscription  Agreement,  and IRS Form W-9 or an equivalent  certification under
penalty of perjury in compliance with Internal Revenue Code of 1986.

         14. The  Company  covenants  that until all amounts due under this Note
have been  paid in full,  by  conversion  or  otherwise,  unless  the  Holder or
subsequent Holder waives compliance in writing, the Company;

         (a) gives prompt  written  notice to the Holder of any Event of Default
or of any other matter which has resulted in, or could reasonably be expected to
result in a materially adverse change in its financial condition or operations;



                              EXHIBIT 10 - PAGE 5
<PAGE>

         (b)  gives  prompt  notice  to the  Holder  of  any  claim,  action  or
proceeding  which,  in the  event  of any  unfavorable  outcome,  would or could
reasonably  be  expected  to have a Material  Adverse  Effect (as defined In the
Subscription Agreement) on the financial condition of the Company;

         (c) at all times  reserves and keeps  available  out of its  authorized
unissued  stock,  for the purpose of effecting the  conversion of this Note such
number of its duly authorized Shares as shall from time to time be sufficient to
effect the  conversion of the  outstanding  principal  balance of this Note into
Shares.  If the Company does not have a sufficient number of Shares available to
satisfy the  Company's  obligations  to the Holder upon  receipt of a Conversion
Notice or is otherwise  unable to issue such Shares in accordance with the terms
of this Note (a "Conversion Default"),  from and after the tenth day following a
Conversion Default (which for all purposes shall be deemed to have occurred upon
the Company's  receipt of the applicable  Conversion  Notice),  the Holder shall
have the right to demand from the Company the immediate  redemption of this Note
in cash at a redemption price equal to 125% of the Outstanding Principal Amount;
provided,  however,  that no  Redemption  Notice may be  delivered by the Holder
subsequent to the Holder's receipt of notice from the Company (sent by overnight
or 2-day courier with a copy sent be facsimile)  of  availability  of sufficient
Shares to permit conversion (a "Post-Default  Conversion") of the Note; provided
further that such right shall be reinstated if the Company shall thereafter fail
to perfect such Post-Default Conversion by delivery of Common Stock certificates
in  accordance  with  applicable  provision  of  Paragraph 4 hereof with respect
thereto within ten (10) business days of delivery of Post-Default Conversion. In
addition to the foregoing,  upon the Conversion Default, the rate of interest on
the Note shall to the  maximum  extent of the lay, be  increased  by two percent
(2%) commencing on the first day of the thirty (30) day period (or part thereof)
following a Conversion Default; an additional two percent (2%) commencing on the
first day of each second such (30) day periods (or part thereof); and additional
one percent (1%) on the first day of each consecutive thirty (30) day period (or
part  thereof)  thereafter  until such  securities  have been duly  converted or
redeemed as herein provided. Any such interest which is not paid when due shall,
to the maximum extent  permitted by law,  accrue interest until paid at the rate
from time to time  applicable to interest on the Note as to which the Conversion
Default has occurred.

         (d) Upon receipt by the Company of evidence reasonably  satisfactory to
it of the loss, theft, destruction or mutilation of this Note and

         (i) in the  case of loss,  theft  or  destruction,  upon  provision  of
indemnity reasonably satisfactory to it and/or its transfer agent or

         (ii) in the case of mutilation, upon surrender and cancellation of this
Note, the Company at its expense will execute and deliver a new Note,  dated the
date of the lost, stolen, destroyed or mutilated Note.

         15. The Holder,  by acceptance  hereof,  acknowledges that this Note is
being  acquired  for  investment  and that the Holder  will not  offer,  sell or
otherwise  dispose of this Note or the Shares  issuable  upon  exercise  thereof
except under  circumstances which will not result in a violation of the 1933 Act
or any applicable state securities laws.

         16.  In the  case  any  provision  of this  Note 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 its  enforceable  to the maximum extent  possible,  and the validity and
enforceability  of the remaining  provisions of this Note will not in any way be
affected impaired thereby.

         17. The Note and  Subscription  Agreement  between  the Company and the
Holder  constitute the full and entire  understanding  and agreement between the
Company and the Holder with respect to the subject hereof. Neither this Note nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.

         18. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.


                              EXHIBIT 10 - PAGE 6
<PAGE>



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

         Dated:


                               Odyssey Pictures Corporation

                            By:/s/Odyssey Pictures Corporation
                               -------------------------------    


                                  The "Holder"


                            By:/s/ Augustine Fund L.P.
                               -----------------------





                              EXHIBIT 10 - PAGE 7
<PAGE>