NUMBER 1

                                                     PRINCIPAL AMOUNT $1,000,000


                               808099 ALBERTA LTD.

           Incorporated under the Business Corporations Act (Alberta)

                              CONVERTIBLE DEBENTURE


For  value  received,  808099  ALBERTA  LTD.  (hereinafter  referred  to as  the
"Corporation") hereby acknowledges itself indebted to URANIUM POWER CORPORATION,
420 - 475 HOWE STREET,  VANCOUVER,  BRITISH COLUMBIA V6C 2B3 (the "Holder"), and
promises to pay to the Holder the amount of $1,000,000 (the "Principal Amount"),
on September  29, 2008 or such earlier date as the  Principal  Amount may become
due and payable  (subject to and in accordance  with the terms,  conditions  and
provisions of this Debenture) (the "Maturity  Date"),  in lawful money of Canada
at the head office of the  Corporation,  or at such other place or places within
Alberta,  as may be designated by the Corporation from time to time by notice in
writing to the  Holder,  together  with all costs and  expenses  that may become
payable  to the Holder  hereunder.  The  Corporation  will pay  interest  on the
Principal  Amount  outstanding  from time to time at a rate per  annum  equal to
three per cent (3%),  calculated from the date hereof,  such interest to be paid
to the Holder,  in cash or  securities at the option of the Holder in accordance
with the terms hereof, on the Maturity Date.

By its execution  hereof,  the Holder  acknowledges  and agrees to the terms and
conditions  hereof,  including the terms and  conditions set out in Schedule "A"
hereto,  which  are  incorporated  herein by  reference  and form a part of this
Debenture.

IN WITNESS WHEREOF, the Corporation and the Holder have caused this Debenture to
be executed as of September 29, 2004.


                                   808099 ALBERTA LTD.

                                   Per:  ______________________________

                                   ----------------------------------------
                                   Full Legal Name of Holder (please print)


                                   ----------------------------------------
                                   (signature)

                                   The Holder  shall  not  trade this Debenture,
                                   except   in   accordance   with    applicable
                                   securities legislation.


<PAGE>

                                  SCHEDULE "A"

The following terms and conditions are applicable to the  Convertible  Debenture
of 808099  ALBERTA LTD.,  dated as of September 29, 2004,  made in favour of the
Holder.

                                   ARTICLE 1

                                 INTERPRETATION

1.1   DEFINITIONS

      Whenever used in this Debenture,  unless there is something in the subject
matter or context  inconsistent  therewith,  the following words and terms shall
have the indicated meanings, respectively:

"THIS DEBENTURE", "THE DEBENTURE",  "DEBENTURE",  "HERETO",  "HEREIN", "HEREBY",
"HEREUNDER",   "HEREOF"  and  similar  expressions  refer  to  this  convertible
debenture  and  not to any  particular  Article,  Section,  Subsection,  clause,
subdivision  or other  portion  hereof  and  include  any and  every  instrument
supplemental  or  ancillary  hereto and every  debenture  issued in  replacement
hereof;

"BUSINESS  DAY"  means a day  that is not a  Saturday  or  Sunday  or a civic or
statutory holiday at the place where the Corporation has its registered office;

"CONVERSION RATE" means the price of $1.30 per Share;

"CORPORATION" means 808099 Alberta Ltd., a body corporate incorporated under the
laws of the Province of Alberta,  and includes any successor  corporation of the
Corporation;

"DATE OF  CONVERSION"  shall have the  meaning  ascribed  therein  in  PARAGRAPH
2.2(B);

"HOLDER"  means the Person  from time to time  registered  as the holder of this
Debenture and includes any assignees or successors to or of the Holder;

"MATURITY DATE" means September 29, 2008;

"PERSON" includes individuals,  partnerships,  corporations, companies and other
business or legal entities;

"PRINCIPAL  AMOUNT" means the principal amount of this Debenture as set forth on
the face page hereof;

"SHARES" means common shares in the capital of the  Corporation,  as such shares
exist at the close of business  on the date of  execution  and  delivery of this
Debenture and shall include any and all shares  resulting from any  subdivision,
redivision,  reduction,  combination or consolidation,  merger,  amalgamation or
reorganization  and any common shares of any company or corporation to which the
Corporation  may  sell,  lease  or  transfer  or  otherwise  dispose  of  all or
substantially all of its property and assets; and

"TIME OF EXPIRY" shall have the meaning ascribed thereto in PARAGRAPH 2.1(A).

1.2   INTERPRETATION

Whenever used in this Debenture,  words importing the singular number only shall
include the plural and vice versa and words importing the masculine gender shall
include the neuter or the feminine genders and vice versa.

1.3   HEADINGS, ETC.

      The  division  of  this  Debenture  into  Articles  and  Sections  and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Debenture.


<PAGE>
                                      -2-


1.4   DAY NOT A BUSINESS DAY

      In the event that any day on or before  which any action is required to be
taken  hereunder is not a business day, then such action shall be required to be
taken on or  before  the  requisite  time on the next  succeeding  day that is a
business day.

1.5   CURRENCY

      All  references  to  currency  herein  shall be to lawful  money of Canada
unless otherwise specifically noted.

                                   ARTICLE 2

                             CONVERSION OF DEBENTURE

2.1   CONVERSION AND CONVERSION RATE

(a)   Upon and subject to the terms and  conditions  set out in this  ARTICLE 2,
      the Holder shall have the right at its option (exercisable at any time and
      from time to time prior to the close of business on the Maturity Date (the
      "TIME OF  EXPIRY"))  to convert some or all of the  Principal  Amount,  as
      adjusted for  prepayments  pursuant to the provisions  hereof,  into fully
      paid and non-assessable Shares, at the Conversion Rate.

(b)   The Conversion  Rate shall be subject to adjustment as provided in SECTION
      2.3.

2.2   MANNER OF EXERCISE OF RIGHT TO CONVERT

(a)   If the Holder wishes to convert the Principal  Amount into Shares pursuant
      to  PARAGRAPH  2.1(A),  the  Holder  shall,  prior to the Time of  Expiry,
      surrender  this Debenture to the  Corporation  at its principal  office in
      Calgary,   Alberta,   together   with  a  written   notice  of   exercise,
      substantially  in the form attached hereto as Appendix 1, duly executed by
      the Holder. Upon delivery of such materials to the Corporation, the Holder
      (or, subject to the payment of all applicable  stamp or security  transfer
      taxes or other  governmental  charges by the  Holder,  its  nominee(s)  or
      assignee(s)),  shall  be  entitled  to be  entered  on  the  books  of the
      Corporation  (as of the Date of Conversion) as the Holder of the number of
      Shares  into  which the  Principal  Amount is  converted  and,  as soon as
      practicable  thereafter,  the Corporation shall deliver to the Holder (or,
      subject as aforesaid,  its nominee(s),  or assignee(s)),  a certificate or
      certificates for such Shares.

(b)   For the purposes of this ARTICLE 2, this  Debenture  shall be deemed to be
      surrendered  for  conversion by the Holder on the date (herein  called the
      "DATE  OF  CONVERSION")  on  which  it (and  the  notice  contemplated  by
      PARAGRAPH 2.2(A) above) is actually received by the Corporation.

(c)   Upon surrender to the Corporation of this  Debenture,  where the principal
      amount of this Debenture is to be converted in part only, the Holder shall
      be entitled to receive,  without  expense to such Holder,  a new Debenture
      for the unconverted  portion of the principal  amount of this Debenture so
      surrendered.

(d)   Upon the  surrender  of this  Debenture  pursuant to this SECTION 2.2, the
      Holder shall be entitled to receive accrued and unpaid interest in respect
      thereof up to the Date of Conversion.

2.3   ADJUSTMENT OF CONVERSION RATE

(a)   If, and whenever at any time and from time to time the  Corporation  shall
      (i)  subdivide,  redivide  or change its then  outstanding  Shares  into a
      greater number of Shares, (ii) reduce, combine,  consolidate or change its
      then  outstanding  Shares into a lesser  number of Shares,  or (iii) issue
      Shares (or  securities  exchangeable  or  convertible  into Shares) to the
      holders of all or substantially all of its then outstanding  Shares by way
      of stock dividend or other  distribution  (any of such events being herein
      called a "SHARE  REORGANIZATION"),  the Conversion  Rate shall be adjusted
      effective  immediately  after the  effective  date or record  date for the
      Share Reorganization,  by multiplying the number of Shares issuable as set
      forth in the  definition of  "Conversation  Rate" (as may be adjusted from
      time to time) by the quotient obtained when:

<PAGE>
                                      -3-


      (i)   the number of Shares outstanding immediately after the completion of
            such Share  Reorganization (but before giving effect to the issue of
            any Shares issued after such record date  otherwise  than as part of
            such Share Reorganization)  including,  in the case where securities
            exchangeable or convertible into Shares are distributed,  the number
            of Shares that would have been  outstanding had such securities been
            exchanged for or converted into Shares on such record date,

            is divided by

      (ii)  the number of Shares  outstanding  on such  effective date or record
            date before giving effect to the Share Reorganization.

(b)   If, and whenever there is a capital  reorganization of the Corporation not
      provided for in PARAGRAPH 2.3(A) or a consolidation,  merger,  arrangement
      or amalgamation  (statutory or otherwise) of the Corporation  with or into
      another   body   corporate   (any  such  event  being  called  a  "CAPITAL
      Reorganization"), and the Holder has not exercised its right of conversion
      prior  to  the   effective   date  or   record   date  for  such   Capital
      Reorganization,  then the Holder  shall be  entitled  to receive and shall
      accept,  upon any  conversion of the Principal  Amount after the effective
      date or record date for such Capital Reorganization, in lieu of the number
      of  Shares  to which it was  theretofore  entitled  upon  conversion,  the
      aggregate  number of Shares or other  securities of the Corporation (or of
      the corporation or body corporate resulting,  surviving or continuing from
      the Capital  Reorganization)  that the Holder would have been  entitled to
      receive as a result of such Capital  Reorganization  if, on the  effective
      date or record  date  thereof,  it had been the  registered  Holder of the
      number of Shares to which it was theretofore  entitled upon the conversion
      of the Principal Amount.

2.4   CONVERSION OF ACCRUED INTEREST

(a)   On the sooner of the Maturity Date or the date of conversion of the entire
      amount  of the  Debenture  pursuant  to  this  ARTICLE  2  (the  "INTEREST
      CONVERSION  DATE"),  if the Holder  wishes to convert the then accrued and
      unpaid interest (the "INTEREST AMOUNT") into Shares, the Holder shall have
      the right at its option to convert some or all of the Interest Amount into
      fully paid and non-assessable  Shares at the Interest Conversion Rate. For
      the purposes hereof, the "INTEREST  CONVERSION RATE" shall be equal to the
      subscription  price per Share on the Corporation's most recently completed
      private equity or private equity based financing.

(b)   If the Holder wishes to convert the Interest  Amount into Shares  pursuant
      to  PARAGRAPH  2.4(A)  above,  the  Holder  shall  deliver a notice of its
      intention  to  convert  to the  Corporation  at its  principal  office  in
      Calgary,  Alberta,  duly executed by the Holder,  at least 5 business days
      prior to the Interest Conversion Date. Upon delivery of such notice to the
      Corporation,  the Holder  (or,  subject to the  payment of all  applicable
      stamp or  security  transfer  taxes or other  governmental  charges by the
      Holder, its nominee(s) or assignee(s)), shall be entitled to be entered on
      the books of the Corporation (as of the Interest  Conversion  Date) as the
      holder of the number of Shares into which the Interest Amount is converted
      and, as soon as practicable  thereafter,  the Corporation shall deliver to
      the Holder (or, subject as aforesaid, its nominee(s),  or assignee(s)),  a
      certificate or certificates for such Shares.

2.5   NO REQUIREMENT TO ISSUE FRACTIONAL SHARES

      The Corporation  shall not be required to issue fractional Shares upon the
conversion  of the  Principal  Amount  into  Shares or the  payment of  interest
through the  issuance of Shares  pursuant to this  Article 2. If any  fractional
interest in a Share would  otherwise be  deliverable  upon the conversion of the
Principal  Amount,  then the number of Shares to be issued shall be rounded down
to the next whole number.

2.6   CANCELLATION OF CONVERTED DEBENTURE

      Upon conversion of the entire  Principal Amount pursuant to this ARTICLE 2
and  payment  of all  accrued  and  unpaid  interest,  this  Debenture  shall be
cancelled and shall be of no further force or effect.

<PAGE>
                                      -4-


                                   ARTICLE 3

            REDEMPTION AND PURCHASE OF DEBENTURES BY THE CORPORATION

3.1   REDEMPTION OF DEBENTURES BY CORPORATION

      Subject  to the  provisions  of this  ARTICLE 3, this  Debenture  shall be
redeemable at the option of the Corporation, in its entirety, but not partially,
at any time after the date that is 26 months  after the date hereof and prior to
the Maturity Date (in the manner hereinafter provided and in accordance with and
subject  to the  provisions  hereinafter  set  forth),  at a price  equal to the
Principal  Amount  hereof  together  with  accrued  and unpaid  interest  on the
Principal  Amount  hereof to the date  fixed for  redemption.  For the  purposes
hereof,  such  price,  including  accrued  and  unpaid  interest  at which  this
Debenture may be redeemed, is hereinafter referred to as the "REDEMPTION PRICE".

3.2   NOTICE OF REDEMPTION AND HOLDER'S RIGHT TO CONVERT

      Notice of the  Corporation's  intention to redeem this Debenture  shall be
given by or on  behalf  of the  Corporation  to the  Holder,  not  less  than 10
business  days prior to the date fixed for  redemption,  in the manner  provided
herein.  The  notice of  redemption  shall  specify  the  redemption  date,  the
redemption price and places of payment and shall state that all interest thereon
shall  cease  from and after such  redemption  date.  The Holder  shall have the
option,  at any time following receipt of such notice of redemption and prior to
the redemption  date, to convert the Principal  Amount and accrued interest into
Shares in the manner set forth in ARTICLE 2.

3.3   DEBENTURE DUE ON REDEMPTION DATE

      Upon notice having been given as aforesaid,  this Debenture shall, without
prejudice to the right of the Holder to convert this Debenture into Shares prior
to its redemption and provided this Debenture is not previously converted by the
Holder,  thereupon be and become due and payable at the redemption price, on the
redemption  date specified in such notice,  in the same manner and with the same
effect as if it were the date of maturity of this Debenture,  anything herein to
the contrary  notwithstanding,  and from and after such redemption  date, if the
moneys  necessary to redeem this  Debenture  shall have been paid as hereinafter
provided,  this  Debenture  shall be cancelled and cease to be  outstanding  and
interest upon this Debenture shall cease to accrue after said date.

3.4   PAYMENT OF REDEMPTION PRICE

      Upon this  Debenture  having been called for  redemption  as  hereinbefore
provided,  the  Corporation  shall pay the  redemption  price to the Holder upon
surrender  of this  Debenture,  unless the  Holder  shall  have  converted  this
Debenture into Shares prior to the redemption date.

3.5   FAILURE TO SURRENDER DEBENTURE

      If the Holder fails to surrender this Debenture  within five (5) days from
the date fixed for  redemption  or does not either  convert the  Debenture  into
Shares or accept  payment of the  redemption  price payable in respect  thereof,
such redemption price shall be set aside in trust for the Holder with a Canadian
chartered bank or a Canadian trust company, and such setting aside shall for all
purposes  be deemed a payment to the  Holder of the sum so set  aside,  and this
Debenture  shall  thereafter be considered not to be outstanding  and the Holder
shall,  thereafter,  have no rights  hereunder  except to receive payment of the
redemption  price out of the moneys so paid and  deposited,  upon  surrender and
delivery up of this Debenture.

3.6   CANCELLATION OF DEBENTURES

      If this Debenture is redeemed by the  Corporation,  it shall  forthwith be
cancelled by the  Corporation  and no debenture  shall be issued in substitution
therefor.

<PAGE>
                                      -5-


                                   ARTICLE 4

                                    COVENANTS

4.1   PRINCIPAL AND INTEREST

      The  Corporation  will,  if  the  Principal  Amount  is not  converted  as
aforesaid,  duly  and  punctually  pay or  cause  to be paid to the  Holder  the
principal  amount of and interest accrued on this Debenture on the dates, at the
places and in the manner set out in this Debenture.

                                   ARTICLE 5

                                  MISCELLANEOUS

5.1   DISCHARGE

      Upon payment by the  Corporation  to the Holder of the  Principal  Amount,
interest  thereon  and  other  moneys  payable  by the  Corporation  under  this
Debenture  the Holder shall  deliver up this  Debenture to the  Corporation  and
shall execute and deliver to the  Corporation  such deeds and other documents as
the Corporation may reasonably  require to evidence the release and discharge of
this Debenture.

5.2   SEVERABILITY

      If  any  covenant  or  provision  herein  is  determined  to  be  illegal,
unenforceable or prohibited by applicable law, such illegality, unenforceability
or prohibition  shall not affect or impair the validity of any other covenant or
provision herein.

5.3   LAWS OF ALBERTA

      This Debenture  shall be governed by and construed in accordance  with the
laws of the  Province of Alberta and the laws of Canada  applicable  therein and
shall be  treated in all  respects  as an Alberta  contract.  The Holder  hereby
irrevocably submits to the jurisdiction of the courts of the Province of Alberta
in  respect  of any  action,  suit or any  other  proceeding  arising  out of or
relating to this Debenture.

5.4   NOTICES

      All notices, reports or other communications required or permitted by this
Debenture shall be in writing and either  delivered by hand, mail or by any form
of  electronic  communication  by  means  of which a  written  or typed  copy is
produced  at the  address  of the  recipient  and shall be  effective  on actual
receipt,  unless  sent (i) by mail in which case it shall be deemed to have been
received and be effective on the date that is three  business days following the
date of mailing,  or (ii) by  electronic  means in which case it is effective on
the business day, next following the date of transmission. Such notices, reports
or other communications shall be addressed to the relevant party, as follows:

(a)   if to the Corporation:

         808099 Alberta Ltd.
         1250, 639 - 5th Avenue S.W.
         Calgary, AB T2P 0M9
         Attention:  Chief Financial Officer

         Telecopier No.: (403) 571-8008

(b)   if to the  Holder,  at the  address of the Holder as set forth on the face
      page of the Subscription Agreement.

5.5   ENUREMENT

      This  Debenture  shall enure to the benefit of the Holder,  its successors
and assigns and shall be binding upon the  Corporation  and its  successors  and
assigns.

<PAGE>
                                      -6-


5.6   TIME OF THE ESSENCE

      Time shall be of the essence of this Agreement.

5.7   MAXIMUM RATE PERMITTED BY LAW

      Under no  circumstances  shall the Holder be entitled to receive nor shall
it in fact  receive a payment or  partial  payment  of  interest,  fees or other
amounts  under or in relation to this  Debenture at a rate that is prohibited by
applicable  law.  Accordingly,  notwithstanding  anything  herein  or  elsewhere
contained,  if and to the extent  that under any  circumstances,  the  effective
annual rate of  "interest"  (as defined in Section 347 of the  Criminal  Code of
Canada)  received or to be received by a Holder  (determined in accordance  with
such  section) on any amount of "credit  advanced"  (as defined in that section)
pursuant to these  presents or any agreement or  arrangement  collateral  hereto
entered into in consequence or implementation hereof would, but for this SECTION
5.7, be a rate that is prohibited by applicable  law, then the effective  annual
rate of interest, as so determined,  received or to be received by the Holder on
such amount of credit  advanced  shall be and be deemed to be adjusted to a rate
that is one whole percentage point less than the lowest effective annual rate of
interest that is so prohibited  (the  "adjusted  rate");  and, if the Holder has
received a payment or partial payment which would,  but for this SECTION 5.7, be
so prohibited  then any amount or amounts so received by the Holder in excess of
the lowest effective annual rate that is so prohibited shall and shall be deemed
to have  comprised a credit to be applied to  subsequent  payments on account of
interest, fees or other amounts due to the Holder at the adjusted rate.

<PAGE>
                                      -7-


                     APPENDIX 1 TO THE CONVERTIBLE DEBENTURE
                             OF 808099 ALBERTA LTD.


To:   808099 Alberta Ltd.
      1250, 639 - 5th Avenue S.W.
      Calgary, AB T2P 0M9


            The  undersigned   registered  Holder  of  the  within   convertible
debenture   (the   "Debenture")    hereby    irrevocably   elects   to   convert
$_______________ into Shares of 808099 Alberta Ltd. in accordance with the terms
of the Debenture and directs that the Shares issuable upon the conversion of the
foregoing be issued to the Holder (or person indicated below)*.


                  DATED ________________________, 200___.



                                ------------------------------------------------
                                (Signature of Registered Holder)


 Name:
      ------------------------------------------------


 -----------------------------------------------------
 (Address)


 -----------------------------------------------------
 (City and Province)


*Print  name above in which the Shares  issued on  conversion  are to be issued,
delivered  and  registered,  if not  the  Holder.  If  Common  Shares  are to be
registered  in the name of a person  other  than the  registered  Holder  of the
Debenture  the  Corporation  may require that the  signature  of the  registered
Holder  be  guaranteed  by a bank,  member of a  recognized  stock  exchange  or
Investment  Dealers  Association  of  Canada  in a  manner  satisfactory  to the
Corporation and the Transfer Agent and Registrar.