EXHIBIT 4.1

THE SECURITIES REPRESENTED BY THIS DEBENTURE CERTIFICATE AND THOSE ISSUABLE UPON
THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE UNITED SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES
LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                          TREASURY INTERNATIONAL, INC.

0% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE DUE OCTOBER 30, 1999

Number:    1

Amount:    $1,000,000 (CDN)

Original Issue Date:       October 30, 1996

Registered Holder:     David M. Bereskin, as nominee

            Treasury International, Inc., a Delaware corporation (the
"Company"), for value received, hereby promises to pay the registered holder
hereof (the "Holder") the principal sum of CDN $1,000,000.00 in two installments
of $333,333.33 on October 30, 1997 and October 30, 1998 and one installment of
$333,333.34 on October 30, 1999 (each of said three dates being hereinafter
referred to as an "Installment Date"), in such coin or currency of Canada as at
the time of payment shall be the legal tender for the payment of public and
private debts. This Debenture shall not bear interest.

            By acceptance and purchase of this Debenture, the registered holder
hereof agrees with the Company that the Debenture shall be subject to the
following terms and conditions:

            1. Restrictions on Transfer. Neither the Debenture nor any part
thereof, nor any Common Stock into which it is convertible or issued, shall be
sold, transferred, assigned, pledged, hypothecated or


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otherwise disposed of, and the Company shall not be required to effect any such
disposition, unless and until:

                  1.1 The Company shall have received (i) written notice of the
contemplated disposition, setting forth all of the circumstances and details
thereof, and (ii) an opinion of counsel, in the form and substance satisfactory
to the Company and its counsel, stating that the contemplated disposition is
exempt from the registration and prospectus requirements of the Act and the
rules and regulations of the Securities and Exchange Commission (the "SEC")
under the Act and of any applicable state or foreign securities act; or

                  1.2 The Debenture or shares of Common Stock, as the case might
be, are disposed of pursuant to and in strict accordance with a registration
statement which has been filed under the Act with the SEC and a similar
registration statement filed with any state securities administrators having
jurisdiction.

            The Company has placed a restrictive legend on this certificate for
the Debenture and may place such a legend on any future certificates for the
Debenture and on the certificates for shares of Common Stock issued upon
conversion thereof reflecting the requirements of this Section.

            2.    Conversion.

                  2.1   Conversion of the Debenture.

                  (a)   The Holder of the Debenture may, at his, her or its
                        option, on any Installment Date, convert one- third of
                        the outstanding principal amount of this Debenture into
                        the Company's Common Stock at the rate, expressed in
                        principal amount of Debenture per share of Common Stock,
                        determined pursuant to the formula set forth in
                        paragraph (b) of this Section 2.1 subject to adjustment
                        in certain events as hereinafter set forth (the
                        "Conversion Price").

                  (b)   The Conversion Price shall be the average high closing
                        bid price over the five trading days preceding the
                        Original Issue Date of this Debenture.

                  2.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder shall surrender such Debenture, together with
the Notice of Conversion in form acceptable to the Company, appropriately
endorsed to the Company at its principal office, accompanied by written notice
to the Company (a) stating that the Holder elects to convert the portion of the
Debenture described in Section 2.1(a) hereof, and (b) setting forth the name or
names (with address) in which the certificate or certificates for shares of
Common


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Stock issuable upon such conversion shall be issued. Provided the Debenture is
received properly endorsed, promptly by the Company, the date of conversion of
such Debenture shall be deemed to be the date of receipt of Notice of
Conversion, even if the Company's stock transfer books are at that time closed,
and the converting Holder shall be deemed to have become, on the date of
conversion, the record holder of the shares of Common Stock deliverable upon
such conversion. If the Debenture is not received, properly endorsed, by the
fifth business day following the date the Company receives Notice of Conversion,
the date of conversion shall be deemed to be the date the Debenture is received,
provided that such later receipt will not lower the Conversion Price stated in
the Notice of Conversion.

            As soon as reasonably possible after the date of conversion, the
Company shall issue and deliver to such converting Holder a certificate or
certificates for the number of shares of Common Stock due on such conversion. No
adjustments in respect of interest or cash dividends shall be made upon the
conversion of any Debenture or Debentures.

            Upon conversion of the Debenture in part, the Company shall execute
and deliver to the Holder thereof, at the expense of the Company, a new
Debenture, in aggregate principal amount equal to the unconverted portion of
such Debenture, and such new Debenture shall have the same terms and provisions
other than the principal amount as the Debenture surrendered for conversion.

            2.3 Duration of Conversion Privilege. The right to subscribe for and
purchase shares of Common Stock pursuant to the conversion privilege granted
herein shall commence immediately following the Original Issue Date and shall
expire at 5:00 p.m., New York time, on the third anniversary of such date.

            2.4 Stock Fully Paid. The Company covenants and agrees that all
shares which may be issued upon the exercise of the conversion privilege granted
herein will, upon issuance in accordance with the terms hereof, be fully paid,
nonassessable, and free from all taxes, liens and charges (except for taxes, if
any, upon the income of the Holder) with respect to the issue thereof, and that
the issuance thereof shall not give rise to any preemptive rights on the part of
the stockholders.

            2.5 Antidilution Provisions. In case the Company shall (i) pay a
dividend or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, (iv) make a distribution on its Common Stock
in shares of its capital stock other than Common Stock, or (v) issue by
reclassification of its Common Stock other securities of the Company, the
conversion privilege of the Debenture and the Conversion Price then in effect
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to


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receive the kind and number of shares of Common Stock and other securities of
the Company which it would have owned or would have been entitled to receive
after the happening of any of the events described above, had the Debenture been
converted immediately prior to the happening of such event or any record date
with respect thereto. Any adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

            No adjustment in the Conversion Price shall be required if the
amount of such adjustment would be less than $.01 per share; provided, however,
that any adjustment which by reason of this paragraph is not required to be made
immediately shall be carried forward and taken into account in any subsequent
adjustment.

            When the number of shares of Common Stock or the Conversion Price is
adjusted as herein provided, the Company shall cause to be promptly mailed to
the Holder by first class mail, postage prepaid, notice of such adjustment or
adjustments and a certificate of a firm of independent public accountants
selected by the Board of Directors of the Company (who may be the regular
accountants employed by the Company) setting forth the number of shares of
Common Stock and the Conversion Price after such adjustment, a brief statement
of the facts requiring such adjustment and the computation by which such
adjustment was made.

                  2.6 No Adjustment for Dividends. No adjustment in respect to
any dividends paid shall be made during the term of the Debenture or upon the
exercise of the Debenture.

                  2.7 Preservation of Purchase Rights Upon Reclassification
Consolidation. etc. In the case of any consolidation of the Company with or
merger of the Company into another corporation or in the case of any sale or
conveyance to another corporation of all or substantially all of the property,
assets or business of the Company, the Company or such successor or purchasing
corporation, as the case may be, shall provide that the Holder shall have the
right thereafter upon payment of the Conversion Price in effect immediately
prior to such action to purchase upon conversion of the Debenture the kind and
amount of shares and other securities and property which the Holder would have
owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the Debenture been converted
immediately prior to such action. Such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 2. The provisions of this Section 2.7 shall
similarly apply to successive consolidations, mergers, sales or conveyances.

                  2.8 Statement on Debenture Certificates. Irrespective of any
adjustments in the Conversion Price or the number of securities convertible,
this Debenture certificate or any certificates hereafter issued may continue to
express the same price and number of securities


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<PAGE>

as are stated in this Debenture certificate. However, the Company may at any
time in its sole discretion (which shall be conclusive) make any change in the
form of the Debenture certificate that it may deem appropriate and that does not
affect the substance thereof, and any Debenture, certificate thereafter issued,
whether upon registration or transfer of, or in exchange or substitution for, an
outstanding Debenture certificate, may be in the form so changed.

            3. Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any conversion hereunder, but in lieu of such
fractional shares the Company shall make a cash payment therefor equal in amount
to the product of the applicable fraction multiplied by the Conversion Price
then in effect.

            4. Subordination. Any right of the Holder to payment of principal or
interest from the Company shall be subordinated to the claims and rights of the
holders of Senior Debt ("Senior Debt Holders"). "Senior Debt" means the
indebtedness of the Company incurred in connection with: (i) all indebtedness of
the Company of any nature whatsoever incurred in order to close the transactions
contemplated by the Agreement (as hereinafter defined), (ii) all existing and
future secured or unsecured institutional financing, including without
limitation, financing from banks, savings and loan associations, mortgage
companies, insurance companies, governmental agencies and/or any other
institution which is engaged in whole or in part in making loans in the ordinary
course of its business, (iii) all future purchase money financing which is
secured by an encumbrance against all or any portion of the properties and/or
assets of the Company, and (iv) any refinancing of the type of indebtedness
referred to in Section 4(i), (ii) and (iii) above. Any payment of principal or
interest to the Holder shall be collected, enforced or received by the Holder as
trustee for the Senior Debt Holders and paid over to the Senior Debt Holders.
The Holder agrees that in the event of any payment of principal or interest by
the Company to the Holder by reason of any receivership, insolvency or
bankruptcy proceeding, or proceeding for reorganization or readjustment of the
Company or its properties, or otherwise, then, in any such event, the Senior
Debt Holders shall be preferred in the payment of their claims over the claim of
the Holder to payment of principal or interest against the Company or its
properties, and the claims of the Senior Debt Holders shall be first paid and
satisfied in full before any payment or distribution of any kind or character,
whether cash, property or securities, shall be made to the Holder; provided,
however, that this Section shall not apply to any payment of principal or
interest made to the Holder while the Company is solvent and not in default with
respect to its Senior Debt. As used in this Section 4, the term "Company shall
include the Company and its present and future wholly-owned subsidiaries.

              5. Replacement of Debenture Certificate. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
the Debenture certificate and, in the case of any such loss, theft or 
destruction, upon delivery of a bond of indemnity


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satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of the Debenture certificate, the Company will issue
a new Debenture certificate of like tenor in lieu of such lost, stolen,
destroyed or mutilated Debenture certificate.

            6. Covenants of the Company. So long as any of the Debentures remain
outstanding, the Company shall at all times keep reserved the total number of
shares of Common Stock necessary for the conversion of the Debenture at the then
current Conversion Price.

            7. Default.  If any of the following events (herein called "Events
of Default") shall occur:

                  (a)   if the Company shall default in the payment of any
                        installment of the principal of the Debenture, whether
                        due on the dates set forth on the face page hereof or by
                        acceleration or otherwise, and such default shall
                        continue for more than 30 days; or

                  (b)   if the Company shall make an assignment for the benefit
                        of creditors or shall be unable to pay its debts as they
                        become due; or

                  (c)   if the Company shall dissolve, terminate its existence,
                        become insolvent on a balance sheet basis, commence a
                        voluntary case under the federal bankruptcy laws or
                        under any other federal or state law relating to
                        insolvency or debtor relief, permit the entry of a
                        decree or order for relief against the Company in an
                        involuntary case under the federal bankruptcy laws or
                        under any other - applicable federal or state law
                        relating to insolvency or debtor's relief, permit the
                        appointment or consent to the appointment of a receiver,
                        trustee, or, custodian of the Company or of any of the
                        Company's property, make an assignment for the benefit
                        of creditors, or admit in writing to be failing
                        generally to pay its debts as such debts become due; or

                  (d)   if the Company shall default in the performance of or
                        compliance with any agreement, condition or term
                        contained in this Debenture and such default shall not
                        have been cured within 30 days after such default;

then and in any such event the Holder of this Debenture shall have the option
(unless the default shall have theretofore been cured) by written notice to the
Company to declare the Debenture to be due and payable, whereupon the Debenture
shall forthwith mature and become due and payable without presentment, demand,
protest or further notice of

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any kind, all of which are hereby expressly waived, anything contained in this
Debenture to the contrary notwithstanding. Upon the occurrence of an Event of
Default, the Company shall promptly notify the Holder of this Debenture in
writing setting out the nature of the default in reasonable detail. An Event of
Default under this Debenture shall be deemed to be an event of default under a
certain security agreement given by Mega Blow Moulding Limited to the Holder.

            8. Company's Right to Set-Off. The Company shall be entitled to
set-off against the outstanding indebtedness evidenced by this Debenture the
aggregate of all claims, demands, damages, losses, injuries, liabilities,
penalties, costs, expenses (including without limitation reasonable attorneys'
fees), suits, actions, investigations, judgments and fees which may be imposed
upon, suffered by or asserted against the Company arising out of or in
connection with any one or more of the following:

                  (a) any failure to perform or comply with any agreements,
            obligations or undertakings on the part of any party (other than the
            Company) to be performed pursuant to the Agreement between the
            Company, Megatran Investments Limited ("Megatran") and the
            stockholders of Megatran, dated of even date herewith (the
            "Agreement"); and

                  (b) any breach of any representation, warranty, covenant or
            agreement made by any party (other than the Company) to the
            Agreement, or in respect of the facts associated therewith.

            The right of set-off of the Company contained herein shall be
subject to the following conditions and limitations:

                  (a) the Company must notify the Holder of its intention to
            assert this right of set-off no later than the 1st day of May, 1997
            and such notification shall include a detailed description of the
            grounds for such right of set-off; and

                  (b) the Company and the Holder shall act in an expeditious
            manner to submit to a single arbitrator situated in Ontario the
            question of determining whether the Company may properly claim a
            right of set-off in respect of the stated grounds upon which the
            right is based.

            9. Remedies on Default; Notice to Other Holders. In case any one or
more of the Events of Default shall occur, the Holder may proceed to protect and
enforce his or her rights by a suit in equity, action at law or other
appropriate proceeding, whether, to the extent permitted by law, for the
specific performance of any agreement of the Company contained herein or in aid
of the exercise of any power granted hereby.


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<PAGE>

            10. Amendments. The Company, when authorized by a resolution of its
Board of Directors, may enter into a supplementary agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Debenture or of any supplemental agreement or modifying in
any manner the rights and obligations of the holder of the Debenture or Common
Stock issued upon conversion of the Debenture, and of the Company; provided,
however, that no such supplemental agreement shall extend the fixed maturity of
this Debenture, or reduce the principal amount thereof, or alter or impair the
right to convert the same into Common Stock at the rates and upon the terms
provided in this Debenture, without the consent of the Holder.

            11. Changes, Waivers. etc. Neither this Debenture nor any provisions
hereof may be changed, waived, discharged or terminated orally, except by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, except to the extent
provided in Section 9 of this Debenture.

            12. Entire Agreement. This Debenture embodies the entire agreement
and understanding between the Holder and the Company and supersedes all prior
agreements and understandings relating to the subject matter hereof.

            13. Governing Law, Jurisdiction, etc. It is the intention of the
parties that the laws of the Province of Ontario shall govern the validity of
this Debenture, the construction of its terms and the interpretation of the
rights and duties of the parties.

            14. Notices. All notices and consents required or desired to be
given pursuant hereto shall be in writing and shall be deemed properly given if
delivered to the addressee, in person, or if mailed, by registered or certified
mail, return receipt requested, to the Company at 1181 Finch Avenue West, Unit
21, North York, Ontario M3J 2V8, Canada, attention President, and to Holder at
Briarwood Business Park, 418 North Service Road East, Oakville,

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<PAGE>

Ontario L6H 5R2. Any address specified above may be changed by notice given, as
herein provided, by the party hereto whose address is being changed to the other
party hereto. Notices delivered in person shall be deemed given on the date of
delivery; and notices mailed shall be deemed given three days after the date of
mailing.


                                                TREASURY INTERNATIONAL, INC.



                                                By: /s/ James Hal
                                                    ------------------------
                                                    James Hal, President and
                                                    Chief Executive Officer



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<PAGE>

                              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. 1 into shares of Common Stock of
Treasury 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.


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



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



                                    ------------------------------------
                                    Signature



                                    ------------------------------------
                                    Name


                                    ------------------------------------
                                    Address


                                    ------------------------------------


*     The original Debenture and this Notice of Conversion must be received by
      the Company within five business days following the date of Conversion.



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