EXHIBIT 10.30
                                 ZENASCENT, INC.

                       NOTE AND WARRANT PURCHASE AGREEMENT


Zenascent, Inc.
58 West 58th Street, Suite 24F
New York, NY 10019

Gentlemen:

1. The Loan.  Subject to the terms of this Note and Warrant  Purchase  Agreement
(the  "Agreement"),  ______________  (the  "Purchaser")  hereby  agrees  to loan
Zenascent,  Inc. (the "Company") a principal amount equal to $________. The loan
shall  be  evidenced  by  a  10%  mandatory   convertible   promissory  note  in
substantially the form attached hereto as Exhibit A (the "Note").  The Purchaser
acknowledges  and agrees that,  pursuant to the terms of the Note,  in the event
the principal amount of the Note, together with accrued but unpaid interest,  is
not paid on or before the one hundred twenty (120th) calendar day after the date
of the Note,  the Company shall have an additional  thirty (30) calendar days in
which to pay off the principal and accrued but unpaid interest. In the event the
principal amount of the Note, together with accrued but unpaid interest,  is not
paid on or before the one hundred  fiftieth  (150th) calendar day after the date
of the  Note,  the  Purchaser  shall be  required  to  convert  the  outstanding
principal amount of the Note,  together with accrued but unpaid  interest,  into
that number of shares of the  Company's  common  stock equal to the  outstanding
principal amount of the Note, together with accrued but unpaid interest, divided
by  eighty-five  percent (85%) of the five day average  closing bid price of the
Company's common stock for the five trading day period immediately preceding the
one  hundred  fiftieth  (150th)  calendar  day  after  the date  hereof.  Unless
otherwise defined, the capitalized terms herein shall have the meanings assigned
to such terms in the Note.

Payment. The Purchaser encloses herewith a check payable to, or will immediately
make a wire transfer  payment to,  "Zenascent,  Inc.," in the full amount of the
principal amount of the Note. The wire transfer  instructions  shall be provided
by the Company.  Such funds will be marked for the Purchaser's benefit, and will
be returned promptly,  without interest,  penalty,  expense or deduction if this
Agreement is not accepted by the Company.

2. Deposit of Funds.  All payments made as provided in Section 1 hereof shall be
deposited by the Company in a bank account until the Agreement has been accepted
by the Company and the  Agreement,  as executed by the Company,  together with a
Note and Warrant (as defined  below) has been  delivered  (which  shall for this
purpose be satisfied by facsimile transmission) to the Purchaser.

3.  Issuance of Warrant.  The Company  shall issue the  Purchaser a warrant (the
"Warrant") to purchase  common stock with an aggregate value equal to 50% of the
original  principal  amount of the Note.  The  exercise  price for each share of
common stock of the Company for which the Warrant


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can be exercised shall be $.50. The Warrant shall be in  substantially  the form
attached  hereto as Exhibit B. There will be no warrants for fractional  shares.
If  fractional  shares would occur based upon the  mathematical  formula used in
this Section to calculate the number of shares to be issued upon the exercise of
the Warrant,  the amount of shares will be rounded up to the next highest share.
Notwithstanding  the foregoing,  there are not sufficient shares of common stock
of the Company  reserved to issue such shares of common  stock of the Company if
the Note was converted or the Warrant were exercised on the date hereof. If such
number of shares of common  stock of the Company  are for any reason  whatsoever
still not available to be issued by the Company at the time of the conversion of
the Note or exercise of the Warrant,  the Company  shall so issue such shares of
common stock as soon as practicable.

4.  Acceptance of  Subscription.  The Purchaser  understands and agrees that the
Company, in its sole discretion,  reserves the right to accept or reject this or
any other  subscription  for Notes, in whole or in part,  notwithstanding  prior
receipt by the  Purchaser  of notice of  acceptance  of this  subscription.  The
Company shall have no obligation  hereunder  until the Company shall execute and
deliver  to  the  Purchaser  an  executed  copy  of  this  Agreement.   If  this
subscription is rejected in whole, all funds received from the Purchaser will be
returned without  interest,  penalty,  expense or deduction,  and this Agreement
shall  thereafter  be of no further  force or effect.  If this  subscription  is
rejected in part, the funds for the rejected portion of this  subscription  will
be returned without interest,  penalty, expense or deduction, and this Agreement
will  continue  in full  force and effect to the extent  this  subscription  was
accepted. The Purchaser acknowledges and agrees that the Note is one of a number
of other promissory  notes,  which are substantially the same as the Note, which
such notes are being issued in connection with the offering of the Note.

5.   Representations   and  Warranties.   The  Purchaser  hereby   acknowledges,
represents, warrants and agrees as follows:

(a) None of the  Notes or shares of  common  stock  underlying  the Notes or the
Warrant  are  registered  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or any state securities laws. The Purchaser  understands that
the  offering  and sale of the Notes and  Warrant is  intended to be exempt from
registration under the Securities Act, by virtue of Section 4(2) thereof and the
provisions of  Regulation D promulgated  thereunder,  based,  in part,  upon the
representations,  warranties and  agreements of the Purchaser  contained in this
Agreement;

(b)  The  Purchaser  and  the  Purchaser's   attorney,   accountant,   purchaser
representative and/or tax advisor, if any (collectively,  the "Advisors"),  have
received all documents  requested by Purchaser and its Advisors as they consider
necessary or  appropriate  to evaluate the risks and merits of an  investment in
the Notes and Warrants,  including without limitation,  the Quarterly Reports on
Form  10-QSB for the  quarters  ending  September  30,  2002 and June 30,  2002;
Current  Reports on Form 8-K (and Form 8-K/A) dated November 15, 2002,  July 16,
2002 and May 15, 2002,  respectively;  and the Preliminary Proxy Statement filed
October 30, 2002  (collectively,  the "SEC Documents").  Purchaser  acknowledges
that the  Company is  subject  to the  periodic  reporting  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the
Purchaser has reviewed

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copies of all SEC  Documents  deemed  relevant by the Purchaser and its Advisors
(including,  without  limitation,  any "Risk Factors"  contained  therein).  The
Purchaser and its Advisors have carefully reviewed such documents and understand
the information  contained therein,  and the Purchaser and the Advisors prior to
the execution of this Agreement;

(c) Neither the  Securities  and Exchange  Commission  nor any state  securities
commission has approved the Notes,  Warrant or shares of common stock underlying
the Notes or Warrant or passed  upon or endorsed  the merits of the  offering or
confirmed the accuracy or determined the adequacy of the offering documents. The
offering documents have not been reviewed by any Federal,  state,  provincial or
other regulatory authority;

(d) All documents,  records, and books pertaining to the investment in the Notes
or the Warrant have been made available for inspection by such Purchaser and the
Advisors, if any;

(e) The Purchaser and the Advisors, if any, have had a reasonable opportunity to
ask questions of and receive  answers from a person or persons  acting on behalf
of the  Company  concerning  the  offering  of the Notes and the Warrant and the
business,  financial  condition,  results of  operations  and  prospects  of the
Company,  and all such questions have been answered to the full  satisfaction of
the Purchaser and the Advisors, if any;

(f) In evaluating the suitability of an investment in the Company, the Purchaser
has not relied upon any  representation  or other  information (oral or written)
other than as stated in the  offering  documents or as contained in documents or
answers to  questions  so  furnished  to the  Purchaser  or the  Advisors by the
Company;

(g) The  Purchaser is unaware of, is no way relying on, and did not become aware
of the offering of the Notes or the Warrant  through or as a result of, any form
of general  solicitation or general advertising  including,  without limitation,
any  article,  notice,  advertisement  or other  communication  published in any
newspaper,  magazine or similar media or broadcast over  television or radio, in
connection  with the  offering  and sale of the Notes and the Warrant and is not
subscribing for Notes or the Warrant and did not become aware of the offering of
the Notes and Warrant  through or as a result of any seminar or meeting to which
the Purchaser was invited by, or any solicitation of a subscription by, a person
not  previously  known  to the  Purchaser  in  connection  with  investments  in
securities generally;

     (h) The Purchaser has taken no action which would give rise to any claim by
any person for brokerage commissions, finders' fees or the like relating to this
Agreement or the transactions contemplated hereby;

(i)  The  Purchaser  or the  purchaser's  representative,  as the  case  may be,
together with the  Advisors,  have such  knowledge and  experience in financial,
tax, and business matters, and, in particular,  investments in securities, so as
to enable them to utilize the  information  made available to them in connection
with the  offering of the Notes and the Warrant to evaluate the merits and risks
of

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<PAGE>
an  investment  in the  Notes and the  Warrant  and the  Company  and to make an
informed investment decision with respect thereto;

(j) The  Purchaser  is not relying on the  Company,  or any of its  employees or
agents with respect to the legal, tax, economic and related considerations of an
investment  in the Notes or the  Warrant,  and the  Purchaser  has relied on the
advice of, or has consulted with, only his own Advisors;

(k) The  Purchaser  is  acquiring  the Notes  and the  Warrant  solely  for such
Purchaser's  own  account  for  investment  and  not  with a view to  resale  or
distribution  thereof,  in whole or in part.  The  Purchaser has no agreement or
arrangement,  formal or informal, with any person to sell or transfer all or any
part of the Notes or the Warrant,  or the shares of Common Stock  issuable  upon
repayment  or  conversion  of the  Notes or  exercise  of the  Warrant,  and the
Purchaser has no plans to enter into any such agreement or arrangement;

(l) The Purchaser must bear the substantial  economic risks of the investment in
the Notes and the Warrant  indefinitely  because the securities may not be sold,
hypothecated or otherwise disposed of unless  subsequently  registered under the
Securities Act and applicable  state  securities  laws or an exemption from such
registration is available.  Legends shall be placed on the Notes and the Warrant
to the effect that they have not been  registered  under the  Securities  Act or
applicable state securities laws and appropriate  notations thereof will be made
in the Company's stock books. Stop transfer instructions will be placed with the
transfer agent of the securities constituting the Notes and the Warrant .

(m) The Purchaser has adequate means of providing for such  Purchaser's  current
financial needs and foreseeable  contingencies  and has no need for liquidity of
the investment in the Notes or the Warrant for an indefinite period of time;

(n) The  Purchaser  is aware  that an  investment  in the Notes and the  Warrant
involves a number of very significant  risks,  and, in particular,  acknowledges
that the Company has had a limited  operating history and is engaged in a highly
competitive business;

(o) The  Purchaser  meets the  requirements  of at least one of the  suitability
standards for an "accredited  investor" as set forth on the Accredited  Investor
Certification contained herein;

(p) The Purchaser  (i) if a natural  person,  represents  that the Purchaser has
reached  the age of 21 and has full power and  authority  to execute and deliver
this Agreement and all other related agreements or certificates and to carry out
the  provisions  hereof and  thereof;  (ii) if a  corporation,  partnership,  or
limited liability company or partnership,  or association,  joint stock company,
trust,  unincorporated organization or other entity, represents that such entity
was not formed for the specific  purpose of acquiring  the Notes or the Warrant,
such entity is duly organized,  validly  existing and in good standing under the
laws of the state of its  organization,  the  consummation  of the  transactions
contemplated  hereby is  authorized  by, and will not result in a  violation  of
state law or its charter or other organizational documents, such entity has full
power and authority to execute and

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<PAGE>
deliver this Agreement and all other related  agreements or certificates  and to
carry  out the  provisions  hereof  and  thereof  and to  purchase  and hold the
securities constituting the Notes and the Warrant, the execution and delivery of
this Agreement has been duly authorized by all necessary action,  this Agreement
has been duly  executed  and  delivered on behalf of such entity and is a legal,
valid  and  binding  obligation  of such  entity;  or  (iii) if  executing  this
Agreement in a representative or fiduciary capacity, represents that it has full
power and  authority to execute and deliver this  Agreement in such capacity and
on behalf of the  subscribing  individual,  ward,  partnership,  trust,  estate,
corporation,  or limited liability  company or partnership,  or other entity for
whom  the  Purchaser  is  executing  this   Agreement,   and  such   individual,
partnership,  ward, trust, estate,  corporation, or limited liability company or
partnership,  or other  entity has full right and power to perform  pursuant  to
this Agreement and make an investment in the Company,  and represents  that this
Agreement  constitutes a legal, valid and binding obligation of such entity. The
execution and delivery of this Agreement will not violate or be in conflict with
any order, judgment, injunction,  agreement or controlling document to which the
Purchaser is a party or by which it is bound;

(q) The Purchaser and the Advisors,  if any, have had the  opportunity to obtain
any additional  information,  to the extent the Company had such  information in
its  possession  or could  acquire it without  unreasonable  effort or  expense,
necessary  to verify the accuracy of the  information  contained in the offering
documents and all documents received or reviewed in connection with the purchase
of  the  Notes  and  the   Warrant  and  have  had  the   opportunity   to  have
representatives  of the Company  provide them with such  additional  information
regarding  the  terms  and  conditions  of this  particular  investment  and the
financial  condition,  results of  operations,  business  and  prospects  of the
Company deemed  relevant by the Purchaser or the Advisors,  if any, and all such
requested  information,  to the extent the Company had such  information  in its
possession or could acquire it without  unreasonable effort or expense, has been
provided to the full satisfaction of the Purchaser and the Advisors, if any;

(r) The  Purchaser  represents  to the Company  that any  information  which the
undersigned  has  heretofore  furnished or furnishes  herewith to the Company is
complete and accurate and may be relied upon by the Company in  determining  the
availability  of  an  exemption  from  registration   under  Federal  and  state
securities  laws in  connection  with the offering of the Notes and the Warrant.
The  Purchaser  further  represents  and warrants that it will notify and supply
corrective  information  to the Company  immediately  upon the occurrence of any
change therein  occurring  prior to the Company's  issuance of the Notes and the
Warrant;

(s)  The  Purchaser  has  significant  prior  investment  experience,  including
investment  in  non-listed  and  non-registered  securities.  The  Purchaser  is
knowledgeable about investment  considerations in  development-stage  companies.
The  Purchaser  has a  sufficient  net  worth to  sustain  a loss of its  entire
investment in the Company in the event such a loss should occur. The Purchaser's
overall  commitment  to  investments  which are not  readily  marketable  is not
excessive in view of the Purchaser's net worth and financial  circumstances  and
the  purchase of the Notes and the  Warrant  will not cause such  commitment  to
become excessive. The investment is a suitable one for the Purchaser;

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(t) The  Purchaser  is  satisfied  that  the  Purchaser  has  received  adequate
information  with  respect  to all  matters  which it or the  Advisors,  if any,
consider material to its decision to make this investment;

(u) Within five days after receipt of a request from the Company,  the Purchaser
will provide such  information  and deliver such  documents as may reasonably be
necessary to comply with any and all laws and ordinances to which the Company is
subject; and

(v) THE NOTE AND WARRANT (AND ANY SECURITIES  ISSUED UPON CONVERSION OF THE NOTE
OR EXERCISE OF THE WARRANT)  OFFERED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING  OFFERED  AND SOLD IN  RELIANCE ON  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE NOTE AND WARRANT (AND ANY SECURITIES
ISSUED UPON  CONVERSION  OF THE NOTE OR  EXERCISE OF THE  WARRANT) IS SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS  PURSUANT TO  REGISTRATION  OR
EXEMPTION  THEREFROM.  THE NOTE AND  WARRANT  (AND ANY  SECURITIES  ISSUED  UPON
CONVERSION  OF THE NOTE OR EXERCISE  OF THE  WARRANT)  HAS NOT BEEN  APPROVED OR
DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION  OR ANY OTHER  REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE  FOREGOING
AUTHORITIES  PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF ANY OFFERING  DOCUMENTS.  ANY  REPRESENTATION  TO THE CONTRARY IS
UNLAWFUL.

6.  Indemnification.  The  Purchaser  agrees to indemnify  and hold harmless the
Company, and its officers,  directors,  employees,  agents,  control persons and
affiliates from and against all losses,  liabilities,  claims,  damages,  costs,
fees  and  expenses  whatsoever  (including,  but not  limited  to,  any and all
expenses  incurred  in   investigating,   preparing  or  defending  against  any
litigation  commenced or threatened)  based upon or arising out of any actual or
alleged false  acknowledgment,  representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement made by the Purchaser herein or in any other document  delivered in
connection with this Agreement.

7. Irrevocability;  Binding Effect. The Purchaser hereby acknowledges and agrees
that the  subscription  hereunder is  irrevocable  by the  Purchaser,  except as
required by applicable  law, and that this Agreement  shall survive the death or
disability  of the  Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs,  executors,  administrators,  successors,  legal
representatives,  and  permitted  assigns.  If the  Purchaser  is more  than one
person,  the  obligations of the Purchaser  hereunder shall be joint and several
and the agreements,  representations,  warranties,  and  acknowledgments  herein
shall be deemed to be made by and be binding upon each such person and such

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person's heirs, executors,  administrators,  successors,  legal representatives,
and permitted assigns.

8.  Modification.  This  Agreement  shall not be modified or waived except by an
instrument in writing signed by the party against whom any such  modification or
waiver is sought.

9. Notices. Any notice or other communication  required or permitted to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt requested, or delivered against receipt to the party to whom it is to be
given (a) if to the Company,  at the address set forth  above,  or (b) if to the
Purchaser,  at the address set forth on the signature page hereof (or, in either
case,  to such other  address as the party  shall have  furnished  in writing in
accordance  with  the  provisions  of this  Section  9).  Any  notice  or  other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.

10.  Assignability.  This  Agreement and the rights,  interests and  obligations
hereunder are not  transferable  or assignable by the Purchaser and the transfer
or  assignment  of the Notes or Warrant or the shares of Common  Stock  issuable
upon  conversion  of the Notes or exercise of the Warrant  shall be made only in
accordance with all applicable laws.

11.  Applicable  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of New York relating to contracts  entered
into and to be performed  wholly  within such State.  Each party  hereto  hereby
irrevocably  submits to the  jurisdiction  of any New York State court or United
States  Federal  court  sitting in New York County over any action or proceeding
arising out of or  relating  to this  Agreement  or any  agreement  contemplated
hereby,  and each party hereby  irrevocably agrees that all claims in respect of
such action or proceeding  may be heard and determined in such New York State or
Federal  court.  Each party hereto further waives any objection to venue in such
State and any objection to an action or proceeding in such State on the basis of
a  non-convenient  forum.  The  Purchaser  further  agrees  that any  action  or
proceeding  brought  against the Company shall be brought only in New York State
or United States Federal  courts  sitting in New York County.  EACH PARTY HERETO
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT  CONTEMPLATED
HEREBY.

12. Blue Sky  Qualification.  The  purchase of Notes and the Warrant  under this
Agreement is expressly  conditioned upon the exemption from qualification of the
offer and sale of the Notes  and  Warrant  from  applicable  Federal,  state and
provincial  securities  laws.  The Company shall not be required to qualify this
transaction   under  the  securities  laws  of  any  jurisdiction   and,  should
qualification  be  necessary,  the Company  shall be  released  from any and all
obligations to maintain its offer, and may rescind any sale  contracted,  in the
jurisdiction.

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13. Use of Pronouns.  All pronouns and any variations  thereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons referred to may require.

14. Confidentiality.  The Purchaser acknowledges and agrees that any information
or data the  Purchaser  has acquired  from or about the Company,  not  otherwise
properly in the public domain, was received in confidence.  The Purchaser agrees
not to divulge, communicate or disclose, except as may be required by law or for
the performance of this Agreement, or use to the detriment of the Company or for
the  benefit  of any  other  person  or  persons,  or  misuse  in any  way,  any
confidential  information of the Company,  including any scientific,  technical,
trade or business secrets of the Company and any scientific, technical, trade or
business   materials  that  are  treated  by  the  Company  as  confidential  or
proprietary,  including,  but not limited to,  ideas,  discoveries,  inventions,
developments  and  improvements   belonging  to  the  Company  and  confidential
information  obtained by or given to the  Company  about or  belonging  to third
parties.

15. Miscellaneous.

(a) This Agreement  constitutes the entire  agreement  between the Purchaser and
the Company with respect to the subject  matter hereof and  supersedes all prior
oral or written agreements and  understandings,  if any, relating to the subject
matter  hereof.  The terms and  provisions of this  Agreement may be waived,  or
consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.

(b) The Purchaser's  representations and warranties made in this Agreement shall
survive the  execution  and  delivery  hereof and  delivery of the Notes and the
Warrant.

(c) Each of the parties  hereto shall pay its own fees and  expenses  (including
the fees of any  attorneys,  accountants,  appraisers or others  engaged by such
party) in  connection  with this  Agreement  and the  transactions  contemplated
hereby whether or not the transactions contemplated hereby are consummated.

(d) This  Agreement  may be executed in one or more  counterparts  each of which
shall be deemed an original,  but all of which shall together constitute one and
the same instrument.

(e) Each provision of this Agreement  shall be considered  separable and, if for
any reason any  provision or provisions  hereof are  determined to be invalid or
contrary to applicable law, such  invalidity or illegality  shall not impair the
operation of or affect the remaining portions of this Agreement.

(f) Paragraph titles are for descriptive  purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.

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                                 ZENASCENT, INC.
                                 SIGNATURE PAGE

     Purchaser  hereby elects to subscribe  under the Note and Warrant  Purchase
Agreement for a total of  $_________________  principal  amount of 10% Mandatory
Convertible Promissory Notes (NOTE: to be completed by Purchaser).

Date (NOTE: To be completed by Purchaser):                              , 2003

Please indicate (circle one) whether the purchaser is investing as a(n):

         INDIVIDUAL
         JOINT TENANTS
         TENANTS IN COMMON
         COMMUNITY PROPERTY
         PARTNERSHIP
         CORPORATION
         LIMITED LIABILITY COMPANY
         TRUST

Please fill out this section if the purchaser is an INDIVIDUAL, and if purchased
as JOINT  TENANTS,  as TENANTS  IN  COMMON,  or as  COMMUNITY  PROPERTY  (If the
investment is being made as JOINT  TENANTS,  TENANTS IN COMMON,  or as COMMUNITY
PROPERTY, please be sure to fill out this section for all purchasers named):

____________________________                      ______________________________
Print Name(s)                                     Social Security Number(s)

____________________________                      ______________________________
Print Name(s) (if more than                       Social Security Number(s)
1 individual)

____________________________                      ______________________________
Signature(s) of Investor(s)                       Signature

____________________________                      ______________________________
Date                                              Address

Please fill out this  section if the  purchaser is a  PARTNERSHIP,  CORPORATION,
LIMITED LIABILITY COMPANY or TRUST:

____________________________                      ______________________________
Name of Partnership,                              Federal Taxpayer
Corporation, Limited                              Identification Number
Liability Company or
Trust

By:_________________________                      ______________________________
Name:                                             State of Organization

Title:                                           Address:______________________

SUBSCRIPTION  FOR $ PRINCIPAL  AMOUNT OF 10%  MANDATORY  CONVERTIBLE  PROMISSORY
NOTES, ACCEPTED AND AGREED TO this ___ day of __________, 2003

Zenascent, Inc.

By:____________________
     Name:
     Title:

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