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                                                                     Exhibit 4.2

                               FORM OF 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 $__________

                              SILVERADO FOODS, INC.

                8.0% CONVERTIBLE DEBENTURE DUE NOVEMBER 15, 1997

          THIS DEBENTURE is one of a duly authorized issue of Debentures of
Silverado Foods, Inc., a corporation duly organized and existing under the laws
of the State of Oklahoma (the "Company") designated as its 8.0% Convertible
Debenture Due November 15, 1997, in an aggregate principal amount not exceeding
Three Million Dollars (U.S. $3,000,000).

         FOR VALUE RECEIVED, the Company promises to pay to ____________________
the registered holder hereof and its successors and assigns (the "Holder"), the
principal sum of ______________________ Dollars (US $_________) on November 15,
1997 (the "Maturity Date"), and to pay interest on the principal sum
outstanding, at the rate of 8% per annum due and payable quarterly in arrears.
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 __________________ between the
Company and ______________________________________ (the "Subscription
Agreement"). The principal of, and interest on (subject to paragraph 4 hereof),
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 of and all accrued and unpaid
interest due upon this Debenture on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the record Holder of this Debenture as of
the tenth (10th) day prior to the Maturity Date and addressed to such record
Holder at the last address appearing on the Debenture Register. The forwarding
of such
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check shall constitute a payment of outstanding principal and interest hereunder
and shall satisfy and discharge the liability for principal and interest on this
Debenture to the extent of the sum represented by such check plus any amounts so
deducted.

     This Debenture is subject to the following additional provisions:

     I.   The Debentures are issuable in denominations of Fifty Thousand Dollars
(US$50,000) 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. $50,000. No service charge will be made for such registration or
transfer or exchange.

     II.  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.

     III. 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), 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 satisfactory to the Company to the effect that the Debenture and
shares of common stock issuable upon conversion 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 the Debentures pursuant to Section
4(a) herein.

     IV.  (a) The Holder of this Debenture is entitled, at its option, at any
time commencing 45 days after issue hereof to convert any or all of the original
principal amount of this Debenture into shares of common stock, $0.01 par value
per share, of the Company (the "Common Stock"), at a conversion price for each
share or Common Stock equal to the lower of (a) 70% of the average closing price
of the Common Stock for the five (5) business days immediately preceding the
conversion date or (b) 70% of the average of the closing price of the Common
Stock for the five (5) business days immediately preceding the date of
Subscription by the Holder as reported by the American Stock Exchange ("AMEX")
(the "Conversion Price"). Such conversion shall be effectuated by surrendering
the Debentures to be converted 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
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portion (as above provided) hereof, and accompanied by proper assignment hereof
in blank. Accrued but unpaid interest shall be payable in cash or stock at the
option of the Company at the Conversion Price. 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, with the fraction
paid in cash at the discretion of the Company. 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 conversion notice duly executed, to the
Escrow Agent or, if earlier, the date set forth in such notice of conversion if
the Debenture is received by the Escrow Agent within five (5) business days
thereafter.

     (b)  Notwithstanding the provisions of paragraph 4(a) hereof, upon, receipt
of the Notice of Conversion, the Company may redeem such part of the Debentures
after issue hereof to the extent that the conversion of such Debentures by the
Holder would result in the issuance of Common Stock of 20% or more of the issued
and outstanding Common Stock by paying to the holder the product of (1) the
Market price, and (ii) the higher number of shares of Common Stock that would be
issuable for such Debentures pursuant to the calculations in paragraph 4(a).
Such payment shall include accrued interest to such date, and shall be less any
amounts required by law to be deducted or withheld. Such payment shall be made
by delivering immediately available funds in United States Dollars by wire
transfer to the Holder, or if no wiring instructions have been provided to the
company, by cashier's or certified check to the last address of Holder appearing
on the Debenture Register. The wiring of such funds or the forwarding of such
check shall constitute of payment of principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Debenture
to the extent of the sum represented by such wire or check plus any amount so
deducted. Notice of such redemption shall be mailed to the Holder by the Company
within three (3) days of receipt of the Notice of Conversion by the Company and
such payment to be made by the Company within 5 days of receipt of the Notice of
Conversion by the Company from the Investor.

     V.   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.

     VI.  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. Upon an Event of Default (as hereinafter defined), 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:
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                    (a) The Company shall default in the payment of principal or
               interest on this Debenture and such default shall continue
               uncured for a period of seven (7) days after notice from Holder
               of such default; 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 seven (7)
               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
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                    (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 an exchange
or over-the-counter market.

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
notice of any kinds, 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 general unsecured obligation of the
Company. 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 of 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. 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.
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          13. This Debenture shall be governed by and construed in accordance
with the laws of Oklahoma.

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

Dated:
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                                        SILVERADO FOODS, INC.
                                
                                        By:
                                           ----------------------------- 
                               Title:
                                     ---------------------------


                                   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 Silverado Foods,
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.

Date of Conversion*
                   -------------------------------------------------------------

Applicable Conversion Price
                           -----------------------------------------------------

Signature
         -----------------------------------------------------------------------
                                             [Name]

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