CBCom, INC.



No.      101LA                                                    $150,000




                       6.67% Secured Convertible Debenture



                                       Due
                                   June 6, 2002











               Subject to terms and conditions set forth herein.






















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THIS NOTE, AND THE SECURITIES  INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,  THE
"SECURITIES"),  HAVE NOT BEEN REGISTERED  WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE.  THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
AND/OR  REGULATION D PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE "ACT").  THE SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED  STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN  REGULATION S
PROMULGATED  UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED  UNDER THE ACT,
PURSUANT TO REGULATION S AND/OR REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE  REGISTRATION  REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED
WITH OPINION OF COUNSEL OR OTHER SUCH  INFORMATION AS IT MAY REASONABLY  REQUIRE
TO CONFIRM THAT SUCH  EXEMPTIONS ARE  AVAILABLE.  FURTHER  HEDGING  TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE

                                   CBCom, INC.

                       6.67% Secured Convertible Debenture

                                Due June 6, 2002


No.      101LA                                                          $150,000


         This Debenture is issued by CBCom,  Inc., a Delaware  corporation  (the
"Company"),  to Ashland  Partners  (together  with its permitted  successors and
assigns,  the  "Holder")  pursuant to  exemptions  from  registration  under the
Securities Act of 1933, as amended.


                                    ARTICLE I

         Section 1.01  Principal and Interest.  For value  received,  on June 6,
                       ----------------------
2001,  the Company  hereby  promises to pay to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of One Hundred Fifty Thousand Dollars (US $150,000), together with
interest  on the  unpaid  principal  of this  Debenture  at the  rate of six and
sixty-seven  hundredths  percent  (6.67%) per year  (computed  on the basis of a
365-day year and the actual days elapsed) from the date of this Debenture  until
paid. On the one (1) year  anniversary  from the date hereof,  the Company shall
pay to the Holder One  Hundred  Thousand  Dollars  ($100,000)  of the  principal
amount and all accrued  interest from the date hereof,  unless this Debenture is
converted in accordance with Section 4.01 herein.

         Section  1.02.  Optional  Conversion.  The Holder is  entitled,  at its
                         --------------------
option,  to  convert  up to One  Hundred  Thousand  Dollars  ($100,000)  of this
Debenture  at any time and from  time to time  after  thirty  (30) days from the


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Closing  Date,  until  payment of this  Debenture of up to One Hundred  Thousand
Dollars  ($100,000)  of the  principal  amount of the  Debenture,  plus  accrued
interest,  into shares (the "Conversion  Shares") of the Company's common stock,
$0.001 par value  ("Common  Stock"),  at the price of Two Dollars  ("$2.00)  per
share the "Conversion Price").

         Section 1.03. Mandatory Conversion. The holder must convert up to Fifty
                       --------------------
Thousand  Dollars  ($50,000) of this Debenture at any time and from time to time
after thirty (30) days from the Closing Date, but in no event later than June 6,
2002,  at the price  per share  equal to  eighty  percent  (80%) of the  average
Closing Bid Price of the Common Stock, as quoted by Bloomberg L.P. (the "Closing
Bid Price") for the ten (10) trading days  immediately  preceding the Conversion
Date (as  defined  herein).  If the Common  Stock is not  traded on a  Principal
Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the
Common Stock,  as furnished by the National  Association of Securities  Dealers,
Inc., for the applicable periods.

         Section  1.04.  Conversion  Procedure.  No  fraction of 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.  To convert this
Debenture, the Holder hereof shall deliver written notice thereof, substantially
in the form of Exhibit "A" to this Debenture,  with appropriate  insertions (the
"Conversion  Notice"),  to the Company at its address as set forth  herein.  The
date upon which the conversion shall be effective (the "Conversion  Date") shall
be deemed to be the date set forth in the Conversion  Notice,  provided that the
Company or the transfer  agent  delivers the  Conversion  Shares within ten (10)
business days after receipt of a Conversion  Notice.  If such Conversion  Shares
are not delivered within such ten (10) business day period,  the Conversion Date
shall be the date such shares are actually delivered to the Holder.

         Section 1.05.  Reservation  of Common Stock.  The Company shall reserve
                        ----------------------------
and keep available out of its  authorized  but unissued  shares of Common Stock,
solely for the purpose of  effecting  the  conversion  of this  Debenture,  such
number of shares of Common  Stock as shall  from time to time be  sufficient  to
effect such  conversion,  based upon the  Conversion  Price.  If at any time the
Company does not have a sufficient  number of Conversion  Shares  authorized and
available,  then  the  Company  shall  call and hold a  special  meeting  of its
stockholders  within  thirty  (30)  days of that  time for the sole  purpose  of
increasing the number of authorized shares of Common Stock.

         Section 1.06.  Interest Payments.  The interest so payable will be paid
                        -----------------
at the time of maturity or conversion to the person in whose name this Debenture
is registered.  At the time such interest is payable,  the Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III Section  3.01  hereunder,  the Holder may elect that the interest be
paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the date the  interest  payment is due;  or (ii) if the  interest

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<PAGE>
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

         Section 1.07. Paying Agent and Registrar.  Initially,  the Company will
                       --------------------------
act as paying  agent and  registrar.  The Company  may change any paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

         Section 1.08. Subordinated Nature of Debenture.  This Debenture and all
                       --------------------------------
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
One Million Dollars ($1,000,000).

                                   ARTICLE II

         Section 2.01.  Amendments  and Waiver of Default.  The Debenture may be
                        ---------------------------------
amended with the consent of the Holder.  Without the consent of the Holder,  the
Debenture  may be amended to cure any  ambiguity,  defect or  inconsistency,  to
provide for  assumption of the Company  obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.

                                   ARTICLE III

         Section  3.01.  Events of  Default.  An Event of  Default is defined as
                         ------------------
follows: (a) failure by the Company to pay amounts due hereunder within ten (10)
business  days of the date of  maturity  of this  Debenture;  (b) failure by the
Company to advise its transfer  agent to issue Common Stock to the Holder within
ten (10)  business  days of the  Company's  receipt  of the  attached  Notice of
Conversion  from  Holder;  (c) failure by the Company for the ten (10)  business
days  after  notice to it to  comply  with any of its  other  agreements  in the
Debenture; (d) events of bankruptcy or insolvency.

                                   ARTICLE IV

         Section 4.01. Rights and Terms of Conversion.  This Debenture, in whole
                       ------------------------------
or in part,  may be converted at any time after thirty (30) days  following  the
date of closing,  into shares of Common Stock at a price equal to the Conversion
Price as described in Sections 1.02 and 1.03 above.

         Section  4.02.  Re-Issuance  of  Debenture.  When the Holder  elects to
                         --------------------------
convert a part of the Debenture,  then the Company shall reissue a new Debenture
in the same form as this Debenture to reflect the new principal amount.

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         Section 4.03. Limitation on Right and Power to Exercise.  Any provision
                       -----------------------------------------
in this  Debenture or any other document to the contrary not  withstanding,  the
Holder shall not have the right or power to convert this  Debenture  into Common
Stock,  either in whole or in part,  and any attempt to do so shall be void, if,
after having given  effect to such  conversion,  the Holder shall be or shall be
deemed  to be the  beneficial  owner  of ten  percent  (10%) or more of the then
outstanding Common Stock within the meaning or for the purposes of Section 13(d)
or 13(g) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), or as the term "beneficial owner" is defined in Rule 13d-3 of the Act.

         Section 4.04.  Termination of Conversion  Rights. The Holder's right to
                        ---------------------------------
convert the  Debenture  into the Common  Stock in  accordance  with Section 4.01
shall terminate on the date that is the one (1) year  anniversary  from the date
hereof  and  Fifty  Thousand  Dollars  ($50,000)  of  this  Debenture  shall  be
automatically converted on that date in accordance with the formula set forth in
Section 1.03 hereof,  and the  appropriate  shares of Common Stock and amount of
interest shall be issued to the Holder.

                                    ARTICLE V

         Section 5.01. Anti-Dilution. In the event that the Company shall at any
                       -------------
time prior to the  Conversion  Date subdivide the  outstanding  shares of Common
Stock,  or shall issue a stock  dividend on the  outstanding  Common Stock,  the
Conversion Price in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately  decreased,  and in the event that the
Company shall at any time combine the  outstanding  shares of Common Stock,  the
Conversion  Price  in  effect  immediately  prior to such  combination  shall be
proportionately  increased,  effective  at the close of  business on the date of
such subdivision, dividend or combination as the case may be.

                                   ARTICLE VI

         Section 6.01. Security  Interest.  The  Company  hereby  grants  to the
                       ------------------
Holder a security interest in all of its assets until payment of this Debenture,
in  accordance  with Section 1.01 herein.

                                   ARTICLE VII

         Section 7.01. Notice. Notices regarding this Debenture shall be sent to
                       ------
the  parties  at  the  following  addresses,  unless  a party notifies the other
parties, in writing, of a change of address:

If to the Company:                    CBCom, Inc.
                                      16830 Ventura Boulevard, Suite 211
                                      Encino, CA 91436

                                      Attention: Charles A. Lesser, CFO

If to Holder:                         Ashland Partners
                                      101 S. Robertson Boulevard, Suite 210
                                      Los Angeles, CA 90048

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         Section 7.02.  Governing Law. This Debenture shall be deemed to be made
under  and  shall be  construed  in  accordance  with  the laws of the  State of
California  without giving effect to the principals of conflict of laws thereof.
Each of the parties  consents to the  jurisdiction  of the U.S.  District  Court
sitting in the Southern  District of the State of California or the state courts
of the State of California  sitting in Manhattan in connection  with any dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.

         Section 7.03. Severability.  The invalidity of any of the provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.

         Section  7.03.   Entire   Agreement  and  Amendments.   This  Debenture
represents the entire  agreement  between the parties hereto with respect to the
subject  matter  hereof  and  there  are  no   representations,   warranties  or
commitments,  except as set forth herein.  This Debenture may be amended only by
an instrument in writing executed by the parties hereto.

         Section 7.04. Counterparts.  This Debenture may be executed in multiple
                       ------------
counterparts,  each of which shall  be  an  original,  but all of which shall be
deemed to constitute on instrument.


         IN WITNESS  WHEREOF,  with the intent to be legally bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                          CBCom, Inc.

                                          By:   ________________________________
                                                Name:    Charles A. Lesser
                                                Title:   Chief Financial Officer




















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                                       A-1

                                    Exhibit A


                              NOTICE OF CONVERSION

           (To be Executed by the Holder in Order to Convert the Note)

TO:

         The undersigned hereby irrevocably elects to convert $______________ of
the  principal  amount of the above Note into  Shares of Common  Stock of CBCom,
Inc.,  according to the conditions  stated  therein,  as of the Conversion  Date
written below.

                      Conversion Date: _______________________________________
          Applicable Conversion Price: _______________________________________
                            Signature: _______________________________________
                                 Name: _______________________________________
                              Address: _______________________________________

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