EXHIBIT 4.2


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 IN THE
UNITED STATES OR TO U.S. PERSONS 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.

             SERIES A 8% SENIOR SUBORDINATED CONVERTIBLE DEBENTURE
                              DUE OCTOBER 29, 1997

Number:           1

Amount: US $500,000.00

Original Issue Date:   October 30, 1996

Registered Holder(s):  Firmcorp Equities Limited
                               (name)

            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 US $500,000.00 on October 29, 1997
(subject to extension as provided in Section 2.3 hereof), in such coin or
currency of the United States of America as at the time of payment shall be the
legal tender for the payment of public and private debts, and to pay interest,
less any amounts required by law to be deducted or withheld, computed on the
basis of a 365-day year, on the unpaid principal balance hereof from the date
hereof (the "Original Issue Date"), and to the extent permitted by applicable
law on any overdue interest, at the rate of 8% per year, until such principal
sum and accrued interest shall have been paid. At the Company's option, interest
may be capitalized quarterly on to the principal balance then outstanding or
paid in shares of Common Stock the number of which shall be determined by
dividing the dollar amount of the interest payment due by the average of
Conversion Prices (defined in Section 2.1(b) below) prevailing during the ten
business days preceding the due date of the interest payment.


                                                                              24
<PAGE>

            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. During the Restricted Period, as such
term is defined in the Regulation S Securities Subscription Agreement pursuant
to which this Debenture was issued, neither the Debenture nor any part thereof,
nor any Common Stock into which it is convertible or issued in lieu of interest,
shall be sold, transferred, assigned, pledged, hypothecated or 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)   Any Holder of the Debenture may, at his, her or its
                        option, at any time and from time to time on or after
                        the Original Issue date set forth above, convert such
                        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 lower of:


                                                                              25
<PAGE>

                        (i)  US$.75; or

                        (ii)  50% of the average high closing bid price over the
                              five trading days preceding the date of
                              conversion.

                  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 the form attached hereto 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 Debenture or a portion
thereof, and if a portion, the amount of such portion in multiples of $10,000 in
principal amount, and (b) setting forth the name or names (with address) in
which the certificate or certificates for shares of Common 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 but not
later than three business days thereafter, 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 first anniversary of such date;
provided, however, that such expiration date shall, without the need for further
action by the Company or the Holder, be automatically

                                                                              26
<PAGE>

extended on a month-to-month basis until this Debenture has been fully
converted.

            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 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.


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<PAGE>

                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 as are stated in this Debenture
certificate. However, the Company may at any time in its sole discretion (which
shall be conclusive) make any ministerial change in the form of the Debenture
certificate that it may deem appropriate 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 existing
financing of the Company of any nature whatsoever which is secured by an
encumbrance against all or any portion of the properties and/or assets of the
Company, including, but not limited to, the financing arrangements between the
Company and Royal Bank of Canada as exists on the date hereof and as may be
amended from time to time, (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

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<PAGE>

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 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:

                  (a)   At all times keep reserved the total number of shares of
                        Common Stock necessary for the conversion of all of the
                        then outstanding Debentures at the then current
                        Conversion Price;

                  (b)   Not complete within 60 days after the Original Issue
                        Date any non-public offering of its securities, unless
                        the proceeds thereof are to be used to effectuate the
                        purchase of another business or corporation; and

                  (c)   Grant to Firmcorp Equities Limited, for a period of 12
                        months from the Original Issue

                                                                              29
<PAGE>

                        Date, a right of first refusal to subscribe for future
                        non-public offerings of the Company, such right to be
                        exercised by such firm within 48 hours of its receipt of
                        the Company's notice of any such offering.

            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 the
                        principal of the Debenture at maturity or by
                        acceleration or otherwise, and such default shall
                        continue for more than 30 days; or

                  (b)   if the Company shall default in the payment of any
                        installment of interest on any of the Debentures for
                        more than 30 days after the same shall become due and
                        payable; or

                  (c)   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

                  (d)   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;

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

                  (f)   Any of the representations or warranties made by the
                        Company herein, in the Subscription Agreement, or in any
                        certificate or financial or other statements heretofore
                        or hereafter

                                                                              30
<PAGE>

                        furnished by or on behalf of the Company in connection
                        with the execution and delivery of this Debenture or the
                        Subscription Agreement shall be false or misleading in
                        any material respect at the time made; or

                  (g)   The Company shall have its Common Stock delisted from an
                        exchange or over-the-counter market,

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 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.

            8. 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. If any Holder of one or more of the
Debentures shall declare the same due and payable or take any other action
against the Company in respect of an Event of Default, the Company will
forthwith give written notice to the Holder of this Debenture, specifying such
action and the nature of the default alleged.

            9. Amendments. With the consent of the Holders of more than 50% in
aggregate principal amount of the Debentures at the time outstanding, 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 holders of Debentures or Common Stock issued upon conversion
of the Debentures, and of the Company; provided, however, that no such
supplemental agreement shall (a) extend the fixed maturity of any Debenture, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, 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 of each of the Debentures so affected, or (b)
reduce the aforesaid percentage of principal amount of Debentures the Holders of
which are required to

                                                                              31
<PAGE>

consent to any supplemental agreement, without the consent of the Holders of all
Debentures then outstanding.

            10. 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.

            11. 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.

            12. Governing Law. This Debenture shall be governed by and construed
in accordance with the laws of the Province of Ontario, Canada, applicable to
agreements made in and wholly to be performed in that jurisdiction, except for
matters arising under the Securities Act or the Exchange Act which matters shall
be construed and interpreted in accordance with such laws.

            13. Arbitration. If, at any time during the continuance of this
Agreement or after the termination thereof, any dispute, difference or question
shall arise between or among any of the parties hereto concerning the
construction, meaning or effect of this Agreement or any agreement or covenant
entered into pursuant to this Agreement or the rights or obligations of the
parties hereto or their heirs, estate trustees, successors or assigns, every
such dispute, difference or question shall be submitted to and settled by
arbitration. The arbitration shall be conducted by a single arbitrator, if the
parties can agree upon one, otherwise by three arbitrators, one to be appointed
by one side to the dispute, one to be appointed by the other side to the dispute
and a third to be chosen by the first two named arbitrators, before they enter
upon the business of arbitration. Once the first arbitrator has been appointed,
the other arbitrator must be appointed within seven (7) days, failing which the
arbitrator first appointed shall be the sole arbitrator. The two arbitrators
chosen shall agree upon a third arbitrator within fourteen (14) days of the
appointment of the last of the two arbitrators, failing which the matter shall
be arbitrated by a single Judge pursuant to the Arbitration Act of Ontario. The
award and determination of such arbitrator or arbitrators or any two of such
three arbitrators, shall be binding upon the parties to such dispute, difference
or question and their respective heirs, estate trustees, successors and assigns,
and there shall be no appeal therefrom. The arbitration shall be conducted in
accordance with the provisions of the Arbitration Act of Ontario and of any
amendment thereto, or of any successor statute thereof, in force at the time of
such dispute, difference or question. The prevailing party shall be entitled to
an award of arbitration costs.

            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,

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<PAGE>

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 in care of Firmcorp Equities Limited, 3845
Bathurst Street, Suite 202, North York, Ontario M3H 3N2 Canada, Attention:
Anthony Heller, President. 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


                                                                              33
<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                                of the Debenture)


            The undersigned is the registered holder of the foregoing Debenture
and hereby irrevocably elects to convert $_______________ of such Debenture into
shares of Common Stock of Treasury International, Inc. (the "Company") to be
registered in the name of the undersigned as of the date of conversion written
below, according to both the conditions set forth in such Debenture and the
attached copy of the Company's enclosed Irrevocable Instructions to Transfer
Agent, the original of which the Company has previously delivered to its
Transfer Agent.

            The undersigned represents and warrants as follows:

            (1) The offer to purchase the Debenture was made to him outside of
the U.S., and the undersigned was, at the time the Subscription Agreement was
executed and delivered, and is now, outside the U.S.;

            (2) The undersigned is not an U.S. Person (as such term is defined
in Rule 902(a) of Regulation S ("Regulation S") promulgated under the U.S.
Securities Act of 1933 (the "Securities Act"), and has purchased the Debenture
for the account of the undersigned and not for account or benefit of any U.S.
person; and is not converting the Debentures on behalf of any U.S. Person;

            (3) All offers and sales by the undersigned of the Debenture and the
Shares acquired pursuant to the Subscription Agreement shall be made pursuant to
an effective registration statement under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;

            (4)   The undersigned has been advised of and understands the terms
and conditions and requirements contained in Regulation S;

            (5) The undersigned has not engaged in any "directed selling
efforts" (as such term is defined in Regulation S) with respect to the Debenture
and the Shares; and



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<PAGE>

            (6) During the Restricted Period (as defined in Regulation S), the
undersigned has not engaged in any short sales or other transactions in
violation of Regulation S.


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