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Exhibit 4.2

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



                                SECURED DEBENTURE


                               PICK-UPS PLUS INC.


                            5% CONVERTIBLE DEBENTURE


                               DUE JUNE 25, 2005


No.  001                                                            $ 100,000.00

       This  Debenture  is issued by PICK-UPS  PLUS INC, a Delaware  corporation
(the "COMPANY"),  to Cornell Capital  Partners,  LP (together with its permitted
successors and assigns,  the "HOLDER")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

ARTICLE I.

       SECTION 1.01  PRINCIPAL AND INTEREST.  For value  received,  on June ___,
2003,  the Company  hereby  promises to pay to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of One Hundred  Thousand Dollars (US  $100,000.00),  together with
interest on the unpaid  principal of this  Debenture at the rate of five percent
(5%) per year  (computed  on the basis of a  365-day  year and the  actual  days
elapsed) from the date of this  Debenture  until paid. At the Company's  option,
the entire principal amount and all accrued interest shall be either (a) paid to
the Holder on the  second  (2nd) year  anniversary  from the date  hereof or (b)
converted in accordance with Section 1.02 herein.




<PAGE>


       SECTION 1.02 OPTIONAL CONVERSION.  The Holder is entitled, at its option,
to  convert,  and sell on the  same  day,  at any  time  and  from  time to time
commencing  ninety (90) calendar  days from the Second  Closing Date (as defined
the Securities Purchase Agreement), until payment in full of this Debenture, all
or any part of the principal  amount of the  Debenture,  plus accrued  interest,
into shares (the  "CONVERSION  SHARES") of the Company's common stock, par value
$.001  per  share  ("COMMON  STOCK"),  in the  event  that the  Company  has not
increased  its  authorized  shares of Common  Stock,  the Holder  may  convert a
portion of the principal amount of the Debenture, plus accrued interest into the
such number of shares of the Company's  Common Stock  remaining  unissued  until
such time the Company  increases it authorized  shares, in the event the Company
has increased its  authorized  shares of Common Stock the Holder may convert the
entire principal amount of the Debenture,  plus accrued  interest,  at the price
per share (the "CONVERSION PRICE") equal to the lesser of (a) an amount equal to
Three  Cents  ($0.03)  (the  "FIXED  PRICE"),  or (b) an amount  equal to eighty
percent  (80%) of the  average of the three (3)  lowest  daily  Volume  Weighted
Average  Prices (the  "VWAP") of the Common  Stock for the five (5) trading days
immediately  preceding the  Conversion  Date (as defined  herein) (the "FLOATING
PRICE").  Subparagraphs  (a) and (b) above  are  individually  referred  to as a
"CONVERSION PRICES". As used herein,  "PRINCIPAL MARKET" shall mean The National
Association of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq
SmallCap Market,  or American Stock Exchange.  If the Common Stock is not traded
on a Principal  Market,  the VWAP shall mean, the reported Closing Bid Price for
the Common  Stock,  as  furnished  by the  National  Association  of  Securities
Dealers,  Inc.,  for the  applicable  periods.  No  fraction  of shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable  shall be rounded to the nearest  whole share.  To convert this
Debenture, the Holder hereof shall deliver written notice thereof, substantially
in the form of EXHIBIT "A" to this Debenture,  with appropriate  insertions (the
"CONVERSION  NOTICE"),  to the Company at its address as set forth  herein.  The
date upon which the conversion shall be effective (the "CONVERSION  DATE") shall
be deemed to be the date set forth in the Conversion Notice.

       SECTION 1.03 RIGHT OF REDEMPTION.  The Company shall have the right, with
fifteen (15) business days prior written  notice to the Holder (the  "REDEMPTION
NOTICE"),  to  redeem  this  Convertible  Debenture,  in whole  or in part.  The
redemption  price shall be one hundred  twenty  percent  (120%) of the principal
amount redeemed plus accrued interest (the "REDEMPTION PRICE"). The Holder shall
be entitled to continue to execute  conversions  of this  debenture  pursuant to
Section 1.02 herein after receiving a Redemption Notice.


       SECTION 1.04  RESERVATION OF COMMON STOCK.  The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders  within thirty
(30)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

       SECTION 1.05  REGISTRATION  RIGHTS.  The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as
amended,  pursuant to the terms of a



                                        2

<PAGE>



Registration  Rights Agreement,  between the Company and the Holder of even date
herewith (the "INVESTOR REGISTRATION RIGHTS AGREEMENT").

       SECTION 1.06 INTEREST  PAYMENTS.  The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest  is  payable,  the  Holder,  in its sole
discretion,  may elect to receive  the  interest  in cash (via wire  transfer or
certified  funds) or in the form of Common  Stock.  In the event of default,  as
described in Article III Section 3.01  hereunder,  the Holder may elect that the
interest be paid in cash (via wire  transfer or certified  funds) or in the form
of Common Stock. If paid in the form of Common Stock,  the amount of stock to be
issued  will be  calculated  as  follows:  the value of the  stock  shall be the
Closing Bid Price on: (i) the date the  interest  payment is due; or (ii) if the
interest  payment is not made when due, the date the interest payment is made. A
number of shares of Common  Stock with a value  equal to the amount of  interest
due shall be issued.  No  fractional  shares will be issued;  therefore,  in the
event  that the value of the  Common  Stock  per share  does not equal the total
interest due, the Company will pay the balance in cash.

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

       SECTION 1.08 SECURED  NATURE OF DEBENTURE  AND PLEDGE.  The  repayment of
this  Debenture  and all of the  obligations  of the  Company  pursuant  to this
Agreement, the Securities Purchase Agreement, the Registration Rights Agreement,
and the  Irrevocable  Transfer  Agent  Instructions  are secured by the Security
Agreements and Pledge Agreement dated the date hereof.

                                  ARTICLE II.

       SECTION 2.01  AMENDMENTS AND WAIVER OF DEFAULT.  The Debenture may not be
amended with the consent of the Holder.  Notwithstanding the above,  without the
consent of the  Holder,  the  Debenture  may be  amended to cure any  ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change  that does not  adversely  affect the rights of
the Holder.

                                  ARTICLE III.

       SECTION  3.01  EVENTS OF  DEFAULT.  An Event of  Default  is  defined  as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture;  (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to the Securities  Purchase  Agreement;  (c) failure by Merrit Jesson, to comply
with the terms of the Pledge  Agreements  dated the date hereof;  (d) failure by
Robert Ellis and Donald  Quarterman to comply with the terms of their respective
Security Agreements; (e) failure by the Company's transfer agent to issue Common
Stock  to the  Holder  within  ten (10)  days of the  Company's  receipt  of the
attached  Notice of Conversion  from Holder;  (f) failure by the Company for ten
(10) days after notice to it to comply with any of its other  agreements  in the



                                       3

<PAGE>


Debenture;  (g) events of bankruptcy or insolvency;  (h) a breach by the Company
of its  obligations  under the  Securities  Purchase  Agreement  or the Investor
Registration  Rights Agreement which is not cured by the Company within ten (10)
days after receipt of written notice thereof.

       SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED  COMMON STOCK. As indicated in
Article III Section 3.01, a breach by the Company of its  obligations  under the
Investor  Registration  Rights  Agreement  shall be deemed an Event of  Default,
which if not cured within ten (10) days,  shall  entitle the Holder  accelerated
full  repayment of all debentures  outstanding.  The Company  acknowledges  that
failure to honor a Notice of  Conversion  shall  cause  irreparable  harm to the
Holder.

                                  ARTICLE IV.

       SECTION 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture, in whole or
in part,  may be converted at any time thirty (30) calendar days from the Second
Closing  Date,  into shares of Common  Stock at a price equal to the  Conversion
Price as described in Section 1.02 above.

       SECTION 4.02 RE-ISSUANCE OF DEBENTURE.  When the Holder elects to convert
a part of the  Debenture,  then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

       SECTION 4.03  TERMINATION  OF CONVERSION  RIGHTS.  The Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the second (2nd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

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

       SECTION 5.02 CONSENT OF HOLDER TO SELL  CAPITAL  STOCK OR GRANT  SECURITY
INTERESTS.  Except for the Equity Line of Credit Agreement dated the date hereof
between  the Company and  Cornell  Capital  Partners,  LP. so long as any of the
principal  of or  interest  on this Note  remains  unpaid and  unconverted,  the
Company shall not,  without the prior  consent of the Holder,  issue or sell (i)
any Common Stock or Preferred Stock without consideration or for a



                                       4

<PAGE>


consideration  per share less than its fair market value determined  immediately
prior to its issuance, (ii) issue or sell any Preferred Stock, warrant,  option,
right,  contract,  call,  or other  security or  instrument  granting the holder
thereof  the  right to  acquire  Common  Stock  without  consideration  or for a
consideration  per  share  less than  such  Common  Stock's  fair  market  value
determined  immediately  prior to its  issuance,  (iii) enter into any  security
instrument  granting the holder a security interest in any and all assets of the
Company or (iv) file any registration statement on Form S-8.

                                  ARTICLE VI.

SECTION 6.01  NOTICE.  Notices  regarding  this  Debenture  shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:              Pick Ups Plus Inc.
                                    4360 Ferguson Drive - Suite 120
                                    Cincinnati, Ohio 45245
                                    Attention:    Robert White
                                    Telephone:    (513) 398-4344
                                    Facsimile:    (513) 398-9802

                                    Sichenzia Ross Friedman Ference LLP
With a copy to:                     1065 Avenue of the Americas - 21st Floor
                                    New York, New York 10018
                                    Attention:    Gregory Sichenzia, Esq.
                                    Telephone:    (212) 930-9700
                                    Facsimile:    (212) 930-9725

If to the Holder:                   Cornell Capital Partners, LP
                                    101 Hudson Street, Suite 3606
                                    Jersey City, NJ 07302

With a copy to:                     Butler Gonzalez LLP
                                    1000 Stuyvesant Avenue - Suite 6
                                    Union, NJ 07083
                                    Attention:    David Gonzalez, Esq.
                                    Telephone:    (908) 810-8588
                                    Facsimile:    (908) 810-0973

       SECTION 6.02  GOVERNING  LAW. This  Debenture  shall be deemed to be made
under  and  shall be  construed  in  accordance  with  the laws of the  State of
Delaware  without  giving effect to the  principals of conflict of laws thereof.
Each of the parties  consents to the  jurisdiction  of the U.S.  District  Court
sitting in the  District  of the State of New Jersey or the state  courts of the
State of New Jersey sitting in Hudson County,  New Jersey in connection with any
dispute  arising under this Debenture and hereby  waives,  to the maximum extent
permitted by law, any  objection,  including  any  objection  based on FORUM NON
CONVENIENS to the bringing of any such proceeding in such jurisdictions.

       SECTION 6.03  SEVERABILITY.  The  invalidity of any of the  provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.



                                       5

<PAGE>



       SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS.  This Debenture  represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

       SECTION 6.05  COUNTERPARTS.  This  Debenture  may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.



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

                                     PICK-UPS PLUS INC.

                                     By:
                                     ----------------------------------
                                     Name:       Robert White
                                     Title:     Chief Financial Officer




                                       6

<PAGE>

                                   EXHIBIT "A"


                              NOTICE OF CONVERSION


           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)



TO:

         The undersigned hereby irrevocably elects to convert $___________-____
of the  principal  amount of the  above  Note  into  Shares  of Common  Stock of
Pick-Ups  Plus Inc.,  according  to the  conditions  stated  therein,  as of the
Conversion Date written below.



CONVERSION DATE:
                                      -----------------------------------------
APPLICABLE CONVERSION PRICE:
                                      -----------------------------------------
AMOUNT TO BE CONVERTED:  $
                                      -----------------------------------------
AMOUNT OF DEBENTURE UNCONVERTED: $
                                      -----------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                      -----------------------------------------
AMOUNT OF INTEREST CONVERTED:
                                      -----------------------------------------
APPLICABLE CONVERSION PRICE:
                                      -----------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                      -----------------------------------------
AMOUNT OF LIQUIDATED DAMAGES
CONVERTED:
                                      -----------------------------------------
APPLICABLE CONVERSION PRICE:
                                      -----------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                      -----------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                      -----------------------------------------
PLEASE ISSUE THE SHARES OF COMMON STOCK
IN THE FOLLOWING NAME AND TO THE
FOLLOWING ADDRESS:
                                      -----------------------------------------
ISSUE TO:
                                      -----------------------------------------
ADDRESS:
                                      -----------------------------------------
AUTHORIZED SIGNATURE:
                                      -----------------------------------------

                                       A-1

<PAGE>

NAME:
                                      -----------------------------------------
TITLE:
                                      -----------------------------------------
PHONE NUMBER:
                                      -----------------------------------------
BROKER DTC PARTICIPANT CODE:
                                      -----------------------------------------
ACCOUNT NUMBER:
                                      -----------------------------------------


                                       2

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