10C    
Debenture Agreement with Bayview Marketing

THE SECURITIES
REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY
NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER APPLICABLE SECURITIES LAWS.

# 16%
CONVERTIBLE SUBORDINATED DEBENTURE

$162,100            
            
            
            
            
            
            
Denver, Colorado            
            
            
            
            
April 2, 2001

FOR
VALUE RECEIVED, the undersigned, Entrust Financial Services. Inc., a Colorado
corporation (the Company), with their principal offices located at
6795 E. Tennessee, Suite 500, Denver, Colorado 80224, promises to pay to the
order of Bayview Marketing, Inc. (the Holder), or its assigns, at
237 Tramway Drive B, Stateline, NV., 89449, the principal amount of ONE HUNDRED,
SIXTY-TWO THOUSAND,ONE HUNDRED AND NO/100 DOLLARS ($162,100.00) (the
Original Principal Amount) in legal and lawful money of the United
States of America, together with interest (calculated on the basis of a 360-day
year) on the Unpaid Principal Balance (as herein defined) from the date of this
Debenture until maturity at the rate of sixteen percent (16%) per annum. All
past due principal and interest will bear interest at the Maximum Rate (as
herein defined).

Definitions. As used in
this Debenture, the following terms, unless the context otherwise requires, have
the following meanings:

| | Common Stock means the shares of common stock, $.00001 par
value, of Entrust Financial Services. Inc.
| | -------------------------------------------------------------------------------------------------------

| | Company includes Entrust Financial Services, Inc. and any
corporation which shall succeed to or assume the obligations of the Company
under this Debenture.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Event of Default means one or more of the following events:
| | -------------------------------------------------------------

Default in the payment of
the Unpaid Principal Balance or unpaid accrued interest of this Debenture when
due and payable, if such default is not cured by the Company within thirty (30)
days after Holder has given the Company written notice of such default; or The
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or release under the United States Bankruptcy Code, as
amended, or any other applicable federal or state law, or the consent by it to
the filing of any such petition or the appointment of a receiver, liquidator,
assignee, trustee or other similar official of the Company, or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the taking of corporate action by the Company in
furtherance of any such action; or

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If,
within sixty (60) days after the commencement of an action against the Company
(and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or all orders or proceedings
thereunder affecting the operations or the business of the Company stayed, or if
the stay of any such order or proceeding shall thereafter be set aside, or if,
within sixty (60) days after the appointment without the consent or acquiescence
of the Company of any trustee, receiver or liquidator of the Company or of all
or any substantial part of the properties of the Company, such appointment shall
not have been vacated.

| | Financial Statements means the year-end audited financial
statements of the Company prepared by the Companys independent auditors.
| | -------------------------------------------------------------------------------------------------------------------------------------

| | Fiscal
Year means the twelve month period commencing on January 1 and ending
on December 31.
| | ----------------------------------------------------------------------------------------------

| | Holder means any person who shall at the time be the holder
of this Debenture or any fraction thereof.
| | --------------------------------------------------------------------------------------------------------

| | Maximum Rate means Twenty Four percent (24%) per
annum.
| | ---------------------------------------------------------

| | Unpaid Principal Balance means the Original Principal Amount
plus Principal Adjustments less (i) any amounts converted by Holder into Common
Stock, after payment of the first year minimum interest payment and (ii) any
amounts prepaid or redeemed by the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest. 
  Interest only on the Unpaid Principal Balance is payable in
quarterly interest only installments in arrears on the first day of each
calendar quarter commencing on July 2, 2001 and continuing regularly and
quarterly thereafter until April 2, 2003, at which time the entire Unpaid
Principal Balance, together with all accrued and unpaid interest, shall be
immediately due and payable in full. Interest will be computed upon the Unpaid
Principal Balance of this Debenture at the rate stated above to the date of each
payment. No provision of this Debenture shall require the payment or permit the
collection of interest in excess of the maximum lawful rate which the Company
may stipulate and agree to pay as determined by a Colorado court of competent
jurisdiction. If it is so determined that any excess interest is provided for in
this Debenture, the Company shall not be obligated to pay the amount of interest
to the extent that it is in excess of the amount permitted by law, and any
excess interest paid shall be credited as a payment on the principal balance or,
if applicable, refunded to the Company.

Event of Default. 
  Upon the occurrence of an Event of Default, Holder may, after a 30
day written notice and as long as such condition exists, declare the entire
Unpaid Principal Balance and unpaid accrued interest thereon immediately due and
payable by giving notice in writing to the Company. In addition, the Holder of
the Debenture may elect to exercise any and all remedies available under Article
9 of the Uniform Commercial Code and/or any other collection method provided by
law to recover the collateral security for the benefit of the Debenture
Holder(s).

Conversion; Conversion
Procedure.     Holder has the unrestricted right, at
Holders option, to convert, in whole or in part, of the Unpaid Principal
Balance of this Debenture, together with all accrued and unpaid interest
thereon, into fully paid and nonassessable shares of Common Stock of Entrust
Financial Services, Inc. Subject to the timing restrictions related to a
redemption notice given by the Company described in Section 7 hereof, the right
to convert may be exercised by Holder at any time after the date hereof up to
and including the maturity date of this Debenture. The number of shares of
Common Stock into which this Debenture may or will be converted (the
Conversion Shares) shall be determined by dividing the Unpaid
Principal Balance of this Debenture, together with all accrued and unpaid
interest thereon, by the Conversion Price in effect at the time of such
conversion. The initial Conversion Price shall be equal to $.10 per share.

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The
shares issued upon conversion shall be non-diluteable in the event of any
merger, consolidation or re-organization of the Company. Additionally, (unless
the Debenture(s) are assumed by the continuing or surviving entity, at its
election) the entire Unpaid Principal Balance of this Debenture, together with
all accrued and unpaid interest thereon, shall be automatically become fully due
and payable or, at the sole election of the Holder, converted into fully paid
and nonassessable shares of Common Stock at the Conversion Price in effect
immediately prior to any consolidation or merger of the Company with or into any
other corporation or other entity or person, or any other corporate
reorganization in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization or any transaction or
series of related transactions by the Company in which in excess of 50% of the
company's voting power is transferred, or a sale of all or substantially all of
the assets of the Company. Further, this provision shall apply to any share
issuances in any calendar year which exceed 15% of the issued and outstanding
shares of stock, fully diluted, unless otherwise agreed to in writing by Lender
herein; Provided however, that no bona-fide third party financing, whether
convertible debt or equity shall be included for purposes of this non-dilution
provision.

In
order to voluntarily convert, in whole or in part, the Unpaid Principal Balance
of this Debenture, together with all accrued and unpaid interest thereon, Holder
shall surrender this Debenture, duly endorsed, at the office of the Company and
shall give written notice to the Company of the election to convert this
Debenture and shall state therein the name or names in which the certificate or
certificates for Conversion Shares are to be issued.

Such
certificate or certificates shall bear such legends as are required, in the
opinion of counsel to the Company, under applicable state and federal securities
laws. The Company shall, as soon as practicable thereafter, at its expense,
issue and deliver to Holder a certificate or certificates for the number of
Conversion Shares to which Holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of surrender of this Debenture, and the person or persons
entitled to receive the Conversion Shares issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such Conversion
Shares as of such date. The Company hereby agrees to register the shares issued
pursuant to any conversion at its sole cost and expense.

No
fractional shares of Common Stock shall be issued on conversion of this
Debenture. In lieu of the Company issuing any fractional shares to Holder upon
the conversion of this Debenture, the Company shall pay to Holder the amount of
Unpaid Principal Balance plus accrued and unpaid interest that is not so
converted.

Upon
conversion of this Debenture, the Company shall be forever released from all its
obligations and liabilities under this Debenture, except as specifically
provided for herein.

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Conversion Price
Adjustments.   In the event the Company should at any
time or from time to time after the date hereof fix a record date for the split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock to receive dividends or other distributions payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (Common Stock Equivalents) without
payment of any consideration by such holder for the additional shares of Common
Stock or the Common Stock Equivalents, then, as of such record date (or the date
of such dividend, distribution, split or subdivision if no record date is
fixed), the Conversion Price of this Debenture shall be appropriately decreased
so that the number of Conversion Shares issuable upon conversion of this
Debenture shall be increased in proportion to such increase or potential
increase of outstanding shares of Common Stock.

If
the number of shares of Common Stock outstanding at any time after the date
hereof is decreased by a combination of the outstanding shares of Common Stock,
then, following the record date of such combination, the Conversion Price for
this Debenture shall be appropriately increased so that the number of shares of
Common Stock issuable on conversion hereof shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.

If
there is a capital reorganization, reclassification of the capital stock of the
Company, or any consolidation or merger of the Company with any other
corporation or entity, or if there is a sale or distribution of all or
substantially all of the Companys property and assets, the Company shall
make adequate provision so that there shall remain and be substituted under this
Debenture with respect to each Conversion Share issuable upon conversion of this
Debenture, the stock, securities and/or assets which would have been issuable or
payable in respect of or in exchange for such Conversion Shares if Holder had
been the owner of such Conversion Shares on the applicable record date. All
other provisions of this Debenture shall remain in full force and
effect.

On
the happening of any event requiring an adjustment of the Exercise Price or the
shares purchasable hereunder, the Company shall immediately give written notice
to Holder stating the adjusted Exercise Price and the adjusted number and kind
of securities or other property purchasable hereunder resulting from the event
and setting forth in reasonable detail the method of calculation and the facts
upon which the calculation is based.

Reservation of
Conversion Shares.   The Company shall at all times
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 its Common Stock as shall from time to time be sufficient to
effect the conversion of this Debenture; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of the entire outstanding principal of this Debenture, in
addition to such other remedies as shall be available to the Holder of this
Debenture, the Company will use its best efforts to take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes.

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Redemption. 
  The Company, at its option, after giving notice to Holder, may
prepay or redeem this Debenture at any time in whole or in part, in the
principal amount of $20,000 or a multiple thereof, on payment of (i) the Unpaid
Principal Balance being redeemed and (ii) any additional accrued interest on the
Unpaid Principal Balance being redeemed. Before any redemption of this Debenture
under the foregoing, the Company shall notify Holder not less than thirty (30)
days nor more than sixty (60) days prior to the date fixed by the Company for
redemption. The notice shall specify: (i) the Unpaid Principal Balance to be
redeemed; (ii) the date fixed for redemption and the interest accrual through
such date; (iii) that on the date fixed for redemption, the Unpaid Principal
Balance to be redeemed and the accrued interest thereon will become due and
payable, and that interest thereon will not accrue after that date; (iv) the
applicable Conversion Price on the date of the notice; and (v) the location and
address of the office of the Company where this Debenture is required to be
presented for redemption. A redemption notice given by the Company does not
restrict Holders conversion rights under this Debenture either before or
after the redemption date; provided, however, Holder may not exercise its
conversion rights during the period that is three (3) business days before the
date fixed for redemption.

Warrant Rights.
   Holder of a 16% Subordinated Debenture shall be issued
Class A warrants equivalent to the amount of the debenture held divided by the
warrant price of $.12 per share. Each warrant will have the right to purchase
common capital stock of Entrust Financial Services. Inc. for a purchase price of
Twelve Cents per share ($.12) based upon each Twenty Thousand Dollars
($20,000.00) of the Debenture held, i.e. the Holder of $20,000.00 of this
Debenture would hold warrants entitling him to purchase 166,667 shares of common
stock of Entrust Financial Services. Inc. for $20,000.00 or $.12 per share. The
warrants issued shall be exercisable for a period of three years from the date
of issuance. At the request of the Lender herein, the Company also agrees to
register the shares underlying the warrants issued to the Holder herein.

Certain Notices.
   In case at any time the Company shall propose to:

| | declare
any cash dividend upon its Common Stock;
| | ------------------------------------------------

| | declare
any dividend upon its Common Stock payable in stock or make any special dividend
or other distribution to the holders of its Common Stock;
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | reorganize,
or reclassify the capital stock of the Company, the Parent, or consolidate,
merge or otherwise combine with, or sell all or substantially all of its or
their assets to, another corporation or entity; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | voluntarily
or involuntarily dissolve, liquidate or wind up the affairs of the Company;
| | ---------------------------------------------------------------------------------------

then, in any one or more of
said cases, the Company shall give to Holder, by certified mail, (i) at least
twenty (20) days prior written notice of the date on which the books of
the Company shall close or a record shall be taken for such dividend or
distribution or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, and (ii) in the case of such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding up, at least twenty (20) days prior written notice of the date
when the same shall take place. Any notice required by clause (i) shall also
specify, in the case of any such dividend or distribution, the date on which the
holders of Common Stock shall be entitled thereto, and any notice required by
clause (ii) shall also specify the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding up, as the case may be.

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Assignment. 
  Subject to the restrictions on transfer described inSection
11hereof, the rights and obligations of the Company and the Holder of this
Debenture shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.

Transfer of
Debenture.   With respect to any offer, sale or other
disposition of this Debenture or Conversion Shares, Holder will give written
notice to the Company and the Parent prior thereto, describing briefly the
manner thereof, together with a written opinion of such Holders counsel,
to the effect that such offer, sale or other distribution may be effected
without registration or qualification (under any federal or state law then in
effect). Promptly upon receiving such written notice and reasonably satisfactory
opinion, if so requested, the Company, as promptly as practicable, shall notify
Holder that Holder may sell or otherwise dispose of this Debenture or such
securities, all in accordance with the terms of the notice delivered to the
Company. If a determination has been made by the Company that the opinion of
counsel for Holder is not reasonably satisfactory to the Company, the Company
shall so notify Holder promptly after such determination has been made. If this
Debenture or Conversion Shares are transferred, the new Debenture or Conversion
Shares issued shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with all federal and state
securities laws, unless in the opinion of counsel for the Company such legend is
not required. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.

Registration Rights.
   This Shares underlying this Debenture are subject to
certain additional rights and obligations, including but not limited to
registration rights set forth in that certain Registration Rights Agreement
dated as of the date hereof between Holder and the Company.

Loan Covenants. 
  Attached to this Debenture and incorporated herein by this
reference are certain covenants which Company has agreed to abide by in
connection with the sale of this Debenture. Any material default of any of the
Loan Covenants attached shall, unless cured, be deemed a breach of this
Debenture Agreement entitling the Holder hereof to pursue all of its remedies,
whether in law or in equity.

Governing Law. 
  This Debenture is being executed and delivered, and is intended
to be performed, in the State of Colorado. The substantive laws of the State of
Colorado and all applicable federal laws shall govern the validity,
construction, enforcement and interpretation of this Debenture.

Attorneys
Fees.   If this Debenture, or any part of this Debenture,
is placed in the hands of an attorney for collection or is collected through
bankruptcy or other judicial proceedings (including any proceedings, state or
federal, for the relief of debtors), the Company agrees to pay to Holder
reasonable attorneys fees and all other costs and expenses incurred in
connection with any such collection, suit or proceeding, in addition to the
principal and interest then due hereon.

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Waiver. 
  Except as otherwise provided in this Debenture, the Company and
each guarantor, surety, and endorser of this Debenture, jointly and severally,
expressly waive all notices, demands for payment, presentations for payment,
notices of acceleration and of intention to accelerate the maturity, protest and
notice of protest, as to this Debenture, and as to each, every and all
installments of this Debenture, and each agrees that their liability under this
Debenture shall not be affected by any renewal or extension in the time of
payment hereof, or by any indulgences, or by any release or change in any
security for the payment of this Debenture, and hereby consents to any and all
renewals, extensions, indulgences, releases, or changes, regardless of the
number of such renewals, extensions, indulgences, releases or changes.

No
waiver by Holder or its assigns of any of its rights and remedies hereunder or
under any other document relating to or securing this Debenture or otherwise
shall be considered a waiver of any other subsequent right or remedy of Holder
or its assigns; no delay or omission in the exercise or enforceability by Holder
or its assigns of any rights or remedies shall ever be construed as a waiver of
any right or remedy of Holder or its assigns; and no exercise or enforcement of
any such rights or remedies shall ever be held to exhaust any right or remedy of
Holder or its assigns.

Headings.    All
headings used herein are used for convenience only and shall not be used to
construe or interpret this Debenture.

| | By://Signed///
       Scott Sax, President
       Entrust Financial Services, Inc.
| | ----------------------------------------------------------------------------------

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