DEBENTURE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED 
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED 
OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE ACT) OR 
TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S 
UNDER THE ACT) EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN EXEMPTION 
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES 
LAWS.

No. _______                                              US $________

             CLASSIC RESTAURANTS INTERNATIONAL, INC.

      12% SERIES A SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE 
                   DEBENTURE DUE JUNE 30, 1998

     THIS DEBENTURE is one of a duly authorized issue of Debentures of 
Classic Restaurants International, Inc., a corporation duly organized and 
existing under the laws of __________ (the "Company") designated as its 12% 
Series A Senior Subordinated Convertible Redeemable Debentures Due June 30, 
1998, in an aggregate principal face amount not exceeding One Million Three 
Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars (U.S. 
$1,333,333) which Debentures are being purchased at 75% of the face amount of 
such Debentures.

     FOR VALUE RECEIVED, the Company promises to pay to 
_______________________ the registered holder hereof and its successors and 
assigns (the "Holder"), the principal face sum of 
______________________________ Dollars (US $________) on June 30, 1998 (the 
"Maturity Date"), and to pay interest on the principal sum outstanding, at 
the rate of 12% per annum due and payable quarterly commencing 
_______________, 1997 pursuant to paragraph 4(b) herein.  Accrual of interest 
shall commence on the date hereof and shall continue until payment in full of 
the 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 
(or one or more predecessor Debentures) is registered on the records of the 
Company regarding registration and transfers of the Debentures (the 
"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 
Offshore Securities Subscription Agreement dated as of ____________, 1997 
between the Company and ___________________ (the "Subscription Agreement").  
The principal of, and interest (with the exception of the prepaid interest 
set forth in Section 4(b) herein) on, this Debenture are payable in such coin 
or currency of the United States of America as at the time of payment is 
legal tender for payment of public and private debts, 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 no later than  the tenth (10th) day prior to the Maturity Date by 
check or on the Maturity Date 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 plus any amounts so deducted.  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 One Hundred 
Thousand Dollars (US$100,000) 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. $25,000.  No service charge will be made for 
such registration or transfer or exchange, except that transferee shall pay 
any tax or other governmental charges payable in connection therewith.

     2.     The Company shall be entitled to withhold from all payments of 
principal of, and interest on, this Debenture any amounts required to be 
withheld under the applicable provisions of the United States income tax or 
other applicable laws at the time of such payments.

     3.     This Debenture has been issued subject to investment 
representations of the original purchaser hereof and may be transferred or 
exchanged in the U.S. only in compliance with the Securities Act of 1933, as 
amended (the "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 the purpose of 
receiving payment as herein provided and 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, is also required to give the 
Company (i) written confirmation that it is not a U.S. Person and the 
Debenture is not being converted on behalf of a U.S. Person ("Notice of 
Conversion") or (ii) an opinion of U.S. counsel to the effect that the 
Debenture and shares of common stock issuable upon conversion or transfer 
thereof have been registered under the 1933 Act or are exempt from such 
registration.  In the event a Notice of Conversion or opinion of counsel is 
not provided the Holder hereof will not be entitled to exercise the right to 
convert or transfer the Debentures.

     4.     (a)     The Holder of this Debenture is entitled, at its option, 
at any time commencing 45 days after closing of the Offering hereof to 
convert all or any amount over $25,000 of the principal face amount of this 
Debenture then outstanding into shares of common stock, $0.001 par value per 
share, of the Company (the "Common Stock"), at a conversion price for each 
share of Common Stock equal to the lower of (a) 80% of the average closing 
bid price of the Common Stock for the business day immediately preceding the 
date of receipt by the Company of notice of conversion or (b) 80% of the 
average of the closing bid price of the Common Stock for the 5 business days 
immediately preceding the date of subscription ("Conversion Shares") as 
reported by the National Association of Securities Dealers ("NASDAQ") 
Electronic Bulletin Board (the "Conversion Price").  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.  If such approval is not received within 30 days then 
Company shall be required to redeem the Debenture pursuant to paragraph 4(c) 
herein.  Such conversion shall be effectuated by surrendering the Debentures 
to be converted (with a copy, by facsimile or courier, to the Company) to the 
Company with the form of conversion notice attached hereto as Exhibit I, 
executed by the Holder of this Debenture evidencing such Holder's intention 
to convert this Debenture or a specified portion (as above provided) 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.  The 
transferee or issuee shall execute such investment representations or other 
documents as are respectively required by counsel in order to ascertain the 
available registration exemption.  The date on which notice of conversion is 
given shall be deemed to be the date on which the Holder has delivered this 
Debenture, with the assignment and conversion notice duly executed, to the 
Company or, if earlier, the date set forth in such notice of conversion if 
the Debenture is received by the Company within five (5) business days 
thereafter.  The transferee or issuee shall execute such investment 
representations or other documents as are reasonably required by counsel in 
order to ascertain the available registration exemption.

          (b)    Interest at the rate of 12% per annum shall be payable in 
advance, monthly commencing __________________________, 1997.  However, at 
Closing, the Company shall prepay the first 3 months interest by issuing in 
Common Stock of the Company as follows: Based on the closing bid prices of 
the Common Stock for the last 5 consecutive trading days prior to Closing 
("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 
80% of the Market Price (the "Interest Shares"). Common Stock issued pursuant 
hereto shall be issued pursuant to Regulation S in accordance with the terms 
of the Subscription Agreement.  Thereafter, commencing 91 days after Closing 
the Company shall pay interest on a monthly basis in cash (or Common Stock, 
based on the above formula, at the Company's option).

          (c)    At any time within 120 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 prepay pursuant to paragraph 9C herein or upon maturity if the 
Debenture is not converted, the Company shall give the Holder 5 days written 
notice and the Holder shall have the option to convert the Debenture or any 
part thereof into shares of Common Stock at a conversion price equal to the 
average of the closing bid price of the Common Stock for the 5 consecutive 
trading days prior to the date of such conversion or accept the cash 
repayment.  Any shares issued pursuant to the options shall be issued 
pursuant to Regulation S or a Registration Statement. 

     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 coin currency, herein prescribed.

     6.     The Company hereby expressly waives demand and presentment for 
payment, notice of nonpayment, protest, notice of protest, notice of 
dishonor, notice of acceleration or 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 any notice, diligence, act 
or omission as or with respect to the collection of any amount called for 
hereunder.

     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 differed period is otherwise 
stated 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

          (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 liability 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 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 and shall not be dismissed within thirty (30) days 
thereafter; 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, shall not be dismissed within thirty 
(30) days after such instruction of 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

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

          (j)    The Company shall fail to issue the Common Stock pursuant to 
paragraph 4 herein and as permitted by then current SEC guidelines for this 
type of offering without a restrictive legend within 3 days of receipt by the 
Company of a facsimile copy of the Notice of Conversion.

     Then, or at any time thereafter, 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.    (a)    This Debenture represents a secured obligation of the 
Company pursuant to paragraph 9(b) herein.  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.

          (b)    Company shall contemporaneously with the issuance of this 
Debenture grant the Holder a pro rata lien against assets described in 
Exhibit B hereto having a value of not less than $1,000,000.

     10.    The Holder of this Debenture, by acceptance hereof, agrees that 
this Debenture is being acquired for investment and that such Holder will not 
offer, sell or otherwise dispose of this Debenture or the Shares of Common 
Stock issuable upon exercise thereof except under circumstances which will 
not result in a violation of the Act or any applicable state Blue Sky law or 
similar laws relating to the sale of securities.

     11.    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.

     12.    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.

     13.    This Debenture shall be governed by and construed in accordance 
with the laws of New York.  Holder hereby waives trial by jury and consents 
to exclusive jurisdiction and venue in the State of New York.

     14.    As set forth herein, the Company shall use all reasonable efforts 
to issue and deliver, within three business days after the Holder has 
fulfilled all conditions and submitted all necessary documents duly executed 
and in proper form required for conversion (the "Deadline"), to the Holder or 
any part receiving a Debenture by transfer from the Holder (together, a 
"Holder"), at the address of the Holder on the books of the Company, a 
certificate or certificates for the number of Shares of Common Stock to which 
the Holder shall be entitled.  It is understood by both parties that such 
certificates comply with the then enacted SEC regulations governing this 
transaction.  The Company understands that a delay in the issuance of the 
Shares of Common Stock beyond the Deadline could result in economic loss to 
the Holder.  As compensation to the Holder for such loss, the Company agrees 
to pay liquidated damages to the Holder for late issuance of Shares upon 
conversion in accordance with the following schedule (where "No. Business 
Days Late" is defined as the number of business days beyond seven (7) 
business days from the date of receipt by the Company of a Notice of 
Conversion and the transfer agent of all necessary documentation duly 
executed and in proper form required for conversion, including the original 
Debenture to be converted, all in accordance with the Debenture, Subscription 
Agreement and the requirements of the transfer agent):

                                     Liquidated Damages per
No. Business Days Late               $100,000 of Debenture

1                                             $500
2                                           $1,000
3                                           $1,500
4                                           $2,000
5                                           $2,500
6                                           $3,000
7                                           $3,500
8                                           $4,000
9                                           $4,500
10                                          $5,000
10                                          $5,000 + $1,000 each
                                Business Day Late beyond 10 days

     The Company shall pay the Holder any liquidated damages incurred under 
this Section by check upon the earlier to occur of (i) issuance of the Shares 
to the Holder or (ii) each monthly anniversary of the receipt of the Company 
of such Holder's Notice of Conversion.  Nothing herein shall limit the 
Holder's right to pursue actual damages for the Company's failure to issue 
and deliver shares of Common Stock to the Subscriber in accordance with the 
terms of the Debenture.

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

Dated:________________
 
                            Classic Restaurants International, Inc.


                            By:__________________________
                            Title:_______________________

<PAGE>

                               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 Classic 
Restaurants International, Inc. (the "Company") according to the conditions 
set forth in such Debenture, as of the date written below.

     The undersigned represents that it is not a U.S. Person as defined in 
Regulation S promulgated under the Securities Act of 1933, as amended, and is 
not converting the Debenture on behalf of any U.S. Person and the 
representations contained in the Subscription Agreement are true.  If Shares 
are to be issued in the name of a person other than the undersigned, the 
undersigned will pay all transfer taxes payable with respect thereto.

Date of Conversion*_____________________

Applicable Conversion Price __________________

Signature__________________________________________________________
               [Print Name of Holder and Title of Signer]

Address:___________________________________________________________

___________________________________________________________________



Medallion Signature Guaranty

* This original Debenture and Notice of Conversion must be received by the 
Company by the fifth business date following the Date of Conversion.