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EXHIBIT 4.1 ANNEX ITOSECURITIES PURCHASE AGREEMENT<PROTOTYPE FOR EACH ISSUANCE> FORM OF DEBENTURE  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED. NNo._____1 ______
    
    US $___________
 6% SECURED CONVERTIBLE DEBENTURE DUE JUNE 1, 2004 THIS DEBENTURE is one of a duly authorized issue of up to $1,000,000 in
Debentures of URANIUM POWER CORPORATIONa corporation organized and existing

under the laws of the State of Colorado (the Company) designated as its 6%
Secured Convertible Debentures. FOR
VALUE RECEIVED, the Company promises to pay to             , the registered holder hereof (the Holder), the principal sum
of              and 00/100 Dollars (US $              ) on June 1, 2004 (the Maturity Date) and to pay interest on the
principal sum outstanding from time to time in arrears at the rate of 6% per
annum, accruing from      ,
20042, the date of initial issuance
of this Debenture (the Issue Date), on the date (each, an Interest Payment
Date) which is the earlier of (i) a Conversion Date (as defined below) or (ii)
the Maturity Date, as the case may be. Accrual of interest shall commence on
the first such business day to occur after the Issue Date and shall continue to
accrue on a daily basis until payment in full of the principal sum has been
made or duly provided for. Additional provisions regarding the payment of
interest are provided in Section 4(D) below. This Debenture is being issued pursuant to the terms of the Securities
Purchase Agreement, dated January 6, 2004 (the Securities Purchase
Agreement), to which the Company and the Holder (or the Holders predecessor
in interest) are parties. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Securities Purchase Agreement. This Debenture is subject to the following additional provisions:   1
    
    Insert unique Debenture number for each issuance.2
    
    Insert the Closing Date. 1




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1. The Debentures will initially be issued in denominations determined by
the Company, but are exchangeable for an equal aggregate principal amount of
Debentures of different denominations, as requested by the Holder surrendering
the same. No service charge will be made for such registration or transfer or
exchange. 2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States and Canadian
income tax laws or other applicable laws at the time of such payments, and
Holder shall execute and deliver all required documentation in connection
therewith. 3. This Debenture has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the Act), and other
applicable state and foreign securities laws and the terms of the Securities
Purchase Agreement . In the event of any proposed transfer of this Debenture,
the Company may require, prior to issuance of a new Debenture in the name of
such other person, that it receive reasonable transfer documentation that is
sufficient to evidence that such proposed transfer complies with the Act and
other applicable state and foreign securities laws and the terms of the
Securities Purchase Agreement. Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Companys Debenture
Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Debenture be overdue,
and neither the Company nor any such agent shall be affected by notice to the
contrary. 4. A. (i) At any time on or after the Issue Date and prior to the time
this Debenture is paid in full in accordance with its terms (including without
limitation after the Maturity Date and after the occurrence of an Event of
Default, as defined below), the Holder of this Debenture is entitled, at its
option, subject to the following provisions of this Section 4, to convert this
Debenture at any time into shares of Common Stock of the Company at a
conversion price for each share of Common Stock (Conversion Price) equal to
the lower of (i) 70% of the average Closing Bid Price as reported, by
Bloomberg, LP for the five (5) trading days ending on the day prior to the
Conversion Date or (ii) $.45 per share. Notwithstanding the foregoing, until
the Maturity Date or the occurrence of an Event of Default hereunder, the
Conversion Price shall not be below $.15 per share. (ii) Notwithstanding any other provision of this Debenture to the
contrary, if, on the Maturity Date or the occurrence of an Event of Default
hereunder, there is an Unconverted Debenture (as defined below), the Holder
shall have the option to require payment of the principal and accrued interest
(through the actual date of payment) of Unconverted Debenture (the Maturity
Amount) either (i) in cash (and such cash shall be applied first to interest
and then to principal or (ii) to the extent not paid in cash as provided in
clause (i), by delivering to the Holder such number of Conversion Shares equal
to such unpaid Maturity Amount divided by the Conversion Price then in effect
(such Conversion Shares, the Maturity Date Shares). The option to pay any or
all of the Maturity Amount by the issuance of Maturity Date Shares shall be
subject to the following conditions: (x) the Registration Statement covering
such shares must be effective at the time the Maturity Date Shares are issued
and (y) the issuance 2




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of the Maturity Date Shares shall not exceed the amount
contemplated by Section 4(C) hereof. In addition the Holder shall be entitled
to benefits of the Security Interest as more particularly described in
paragraph 12 hereof. B. Conversion shall be effectuated by faxing a Notice of Conversion (as
defined below) to the Company as provided in this paragraph. The Notice of
Conversion shall be executed by the Holder of this Debenture and shall
evidence such Holders intention to convert this Debenture or a specified
portion hereof in the form annexed hereto as Exhibit A. If paid in Common Stock
as contemplated hereby, interest accrued or accruing from the Issue Date to the
relevant Interest Payment Date shall be paid in Common Stock at the Conversion
Price applicable as of such Interest Payment Date. No fractional shares of
Common Stock 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. The date on which notice of conversion is given (the Conversion
Date) shall be deemed to be the date on which the Holder faxes or otherwise
delivers the conversion notice (Notice of Conversion) to the Company so that
it is received by the Company on or before such specified date, provided that,
if such conversion would convert the entire remaining principal of this
Debenture, the Holder shall deliver to the Company the original Debentures
being converted no later than five (5) business days thereafter. Facsimile
delivery of the Notice of Conversion shall be accepted by the Company at
facsimile number (604) 687-8789; Attn: Thornton Donaldson and to (604) 606-7980
Attn: George Orr. Certificates representing Common Stock upon conversion
(Conversion Certificates) will be delivered to the Holder at the address
specified in the Notice of Conversion (which may be the Holders address for
notices as contemplated by the Securities Purchase Agreement or a different
address), via express courier, by electronic transfer or otherwise, within
three (3) business days (such third business day, the Delivery Date) after
the date on which the Notice of Conversion is delivered to the Company as
contemplated in this paragraph B, and, if interest is paid by Common Stock, the
Interest Payment Date. The Holder shall be deemed to be the holder of the
shares issuable to it in accordance with the provisions of this Section 4(B) on
the Conversion Date. C. Notwithstanding any other provision hereof or of any of the other
Transaction Agreements, in no event (except (i) as specifically provided herein
as an exception to this provision, or (ii) while there is outstanding a tender
offer for any or all of the shares of the Companys Common Stock) shall the
Holder be entitled to convert any portion of this Debenture, or shall the
Company have the obligation to convert such Debenture (and the Company shall
not have the right to pay interest hereon in shares of Common Stock) to the
extent that, after such conversion or issuance of stock in payment of interest,
the sum of (1) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted portion of
the Debentures or other convertible securities or of the unexercised portion of
warrants or other rights to purchase Common Stock), and (2) the number of
shares of Common Stock issuable upon the conversion of the Debentures with
respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of
the outstanding shares of Common Stock (after taking into account the shares to
be issued to the Holder upon such conversion). For purposes of the proviso to
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, except as
otherwise provided 3




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in clause (1) of such sentence. The Holder, by its
acceptance of this Debenture, further agrees that if the Holder transfers or
assigns any of the Debentures to a party who or which would not be considered
such an affiliate, such assignment shall be made subject to the transferees or
assignees specific agreement to be bound by the provisions of this Section
4(C) as if such transferee or assignee were the original Holder hereof.
Nothing herein shall preclude the Holder from disposing of a sufficient number
of other shares of Common Stock beneficially owned by the Holder so as to
thereafter permit the continued conversion of this Debenture. D. (i) Subject to the terms of Section 4(C) and to the other terms of this
Section 4(D), interest on the principal amount of this Debenture converted
pursuant to a Notice of Conversion shall be due and payable, at the option of
the Company, in cash or Common Stock on the Interest Payment Date. (ii) If the interest is to be paid in cash, the Company shall make such
payment within three (3) business days of the Interest Payment Date. If the
interest is not paid by such third business day, the interest must be paid in
Common Stock in accordance with the provisions of Section 4(D)(i) hereof,
unless the Holder consents otherwise in each specific instance. (iii) Notwithstanding the foregoing, the Companys right to issue shares
in payment of such interest is applicable if, and only if, there is then in
effect a current Registration Statement covering the shares to be issued to the
Holder in payment of such interest. (iv) The number of shares of Common Stock to be issued in payment of such
interest shall be determined by dividing the dollar amount of the interest to
be so paid by the average of the Closing Bid Prices for the five (5) trading
days, as reported by Bloomberg, LP ending on the day prior to the Interest
Payment Such Common Stock shall be delivered to the Holder, or per Holders
instructions, on the Delivery Date for the related Conversion Certificates
pursuant to Section 4(B) hereof. (iv) Iv as per above?If the Company elects to have the interest paid in
cash, the Company shall make such payment within three (3) business days of the
Interest Payment Date. If such payment is not made in cash by such date, it
shall be deemed that, subject to the provisions of Section 4(C) hereof, the
Company has elected to pay the interest in stock, if, but only if, the
Registration Statement covering the shares being issued is effective on the
date such shares are issued. E. (i) The Company shall have the right to redeem all, but not less than
all of the Debentures for which a Notice of Conversion has not theretofore
been submitted by delivering a Notice of Redemption to the Holder of the
Debenture. Formatting (ii) The redemption price shall be calculated at 110% of the principal
amount of the Debenture, plus accrued and unpaid interest, and shall be paid to
the Holder within ten (10) business days from the date of the receipt of the
Notice of Redemption by wire transfer , except with respect to any Debentures
for which a Notice of Conversion is submitted to the
Company, within seven (7) business days of the Holders receipt of the
Companys Notice of Redemption. . 4




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5. Subject to the terms of the Securities Purchase Agreement, no provision
of this Debenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed. This Debenture and all other Debentures now or hereafter issued of
similar terms are direct obligations of the Company. 6. No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released. 7. All payments contemplated hereby to be made in cash shall be made in
immediately available good funds of United States of America currency by wire
transfer to an account designated in writing by the Holder to the Company
(which account may be changed by notice similarly given). All payments of cash
and each delivery of shares of Common Stock issuable to the Holder as
contemplated hereby shall be made to the Holder at the address last appearing
on the Debenture Register of the Company as designated in writing by the Holder
from time to time; except that the Holder can designate, by notice to the
Company, a different delivery address for any one or more specific payments or
deliveries. 8. If, for as long as this Debenture remains outstanding, the Company
enters into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity or a sale or transfer of
all or substantially all of the assets of the Company to another person
(collectively, a Sale), the Company will require, in the agreements
reflecting such transaction, that the surviving entity expressly assume the
obligations of the Company hereunder. Notwithstanding the foregoing, if the
Company enters into a Sale and the holders of the Common Stock are entitled to
receive stock, securities or property in respect of or in exchange for Common
Stock, then as a condition of such Sale, the Company and any such successor,
purchaser or transferee will agree that the Debenture may thereafter be
converted on the terms and subject to the conditions set forth above into the
kind and amount of stock, securities or property receivable upon such merger,
consolidation, sale or transfer by a holder of the number of shares of Common
Stock into which this Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, subject to adjustments which
shall be as nearly equivalent as may be practicable. In the event of any such
proposed Sale, (i) the Holder hereof shall have the right to convert by
delivering a Notice of Conversion to the Company within fifteen (15) days of
receipt of notice of such Sale from the Company, except that Section 4(C) shall
not apply to such conversion. 9. If, at any time while any portion of this Debenture remains
outstanding, the Company spins off or otherwise divests itself of a part of its
business or operations or disposes of all or of a part of its assets in a
transaction (the Spin Off) in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the Spin Off
Securities) to be issued to security holders of the Company, the Company shall
cause (i) to be reserved Spin Off Securities 5




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equal to the number thereof which
would have been issued to the Holder had all of the Holders Debentures
outstanding on the record date (the Record Date) for determining the amount
and number of Spin Off Securities to be issued to security holders of the
Company (the Outstanding Debentures) been converted as of the close of
business on the trading day immediately before the Record Date (the Reserved
Spin Off Shares), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Debentures, such amount of the Reserved Spin Off
Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding
Debentures then being converted, and (II) the denominator is the principal
amount of the Outstanding Debentures 10. If, at any time while any portion of this Debenture remains
outstanding, the Company effectuates a stock split or reverse stock split of
its Common Stock or issues a dividend on its Common Stock consisting of shares
of Common Stock, the Conversion Price and any other amounts calculated as
contemplated hereby or by any of the other Transaction Agreements shall be
equitably adjusted to reflect such action. By way of illustration, and not in
limitation, of the foregoing, (i) if the Company effectuates a 2:1 split of
its Common Stock, thereafter, with respect to any conversion for which the
Company issues shares after the record date of such split, the Conversion Price
shall be deemed to be one-half of what it had been immediately prior to such
split; (ii) if the Company effectuates a 1:10 reverse split of its Common
Stock, thereafter, with respect to any conversion for which the Company issues
shares after the record date of such reverse split, the Conversion Price shall
be deemed to be ten times what it had been calculated to be immediately prior
to such split; and (iii) if the Company declares a stock dividend of one share
of Common Stock for every 10 shares outstanding, thereafter, with respect to
any conversion for which the Company issues shares after the record date of
such dividend, the Conversion Price shall be deemed to be such amount
multiplied by a fraction, of which the numerator is the number of shares (10 in
the example) for which a dividend share will be issued and the denominator is
such number of shares plus the dividend share(s) issuable or issued thereon (11
in the example). 11. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the shares of Common Stock
issuable upon conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities. 12. 12.1 As continuing security for the payment and performance of all
debts, liabilities and obligations hereunder of the Company to the Holder,
howsoever arising (present and future, absolute and contingent) (the
Indebtedness), the Company grants, assigns, mortgages, pledges and charges,
as and by way of a specific mortgage, pledge and charge, and grants a Security
Interest (the Security Interest) to and in favour of the Holder in the
undertaking of the Company and in all present and after acquired personal
property of the Company and in all proceeds and renewals thereof, accessions
thereto and substitutions therefor (the Collateral). The Company warrants
and acknowledges to and in favour of the Holder that: (a) the parties intend the Security Interest hereby constituted in its
existing property to attach upon execution and delivery hereof; 6




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(b) the parties intend the Security Interest created in after-acquired
property of the Company to attach at the same time as it acquires rights in
the said after-acquired property; and (c) value has been given. The Holder acknowledges that the Security Interest granted hereunder shall
rank pari passuwith the Security Interests granted to the holders of other
debentures issued concurrently herewith. 12.2 Until Default, or until the Holder provides written notice to the
contrary to the Company, the Company may deal with the Collateral in the
ordinary course of the Companys business in any manner not inconsistent with
the provisions of this Agreement, provided that the Company may not, and agrees
that it will not, without the prior written consent of the Holder: (a) Sell or dispose of any of the Collateral otherwise than for fair market
value in the ordinary course of the Companys business as it is presently
conducted and for the purpose of carrying on that business, or (b) Create or incur any Security Interest, lien, assessment, or encumbrance
upon any of the Collateral which ranks or purports to rank, or is capable
of being enforced in priority to or equally with the Security Interest
granted under this Agreement, except for other debentures issued
concurrently herewith and Purchase Money Security Interests and Leases
incurred in the ordinary course of the Companys business. 12.3 On Default: (a) The Holder may seize or otherwise take possession of the Collateral or
any part thereof and sell the same by public or private sale at such price
and upon such terms as the Holder in its sole discretion may determine and
the proceeds of such sale less all costs and expenses of the Holder
(including costs as between a solicitor and its own client on a full
indemnity basis) shall be applied on the Indebtedness and the surplus, if
any, shall be disposed of according to law; (b) The Holder has the right to enforce this Agreement by any method
provided for in this Agreement and as permitted by law, and to dispose of
the Collateral by any method permitted by law, including disposal by lease
or deferred payment; (c) The Holder may appoint any person or persons to be a Receiver of any
Collateral, and may remove any person so appointed and appoint another in
his stead. The term Receiver as used in this Agreement includes a
Receiver-Manager; (d) Any Receiver will have the power: (i) To take possession of any Collateral and for that purpose to
take any proceedings, in the name of the Company or otherwise; 7




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(ii) To carry on or concur in carrying on the business of the
Company; (iii) To sell or lease any Collateral; (iv) To make any arrangement or compromise which it may think
expedient in the interest of the Holder; (v) To pay all liabilities and expenses connected with the
Collateral, including the cost of insurance and payment of taxes or
other charges incurred in obtaining, maintaining possession of and
preserving the Collateral, and the same shall be added to the
Indebtedness and secured by the Collateral; (vi) To hold as additional security any increase or profits
resulting from the Collateral; (vii) To exercise all rights that the Holder has under this
Agreement or otherwise at law; (viii) With the consent of the Holder in writing, to borrow money
for the purpose of carrying on the business of the The Company or
for the maintenance of the Collateral or any part thereof or for
other purposes approved by the Holder, and any amount so borrowed
together with interest thereon shall form a charge upon the
Collateral in priority to the Security Interest created by this
Agreement; (ix) To enter into and to occupy any premises in which the Company
has any interest; (e) The Company hereby appoints each Receiver appointed by the Holder to be
its attorney to effect the sale or lease of any Collateral and any deed,
lease, agreement or other document signed by a Receiver under his seal
pursuant hereto will have the same effect as if it were under the seal of
the Company; (f) Any Receiver will be deemed to be the agent of the Company, and the
Company will be solely responsible for his acts or defaults and for his
remuneration and expenses, and the Holder will not be in any way
responsible for any misconduct or negligence on the part of any Receiver; (g) Neither the Holder nor the Sheriff will be required to take any steps
to preserve any rights against other parties pursuant to any Chattel Paper,
Security, or Instrument constituting the Collateral or any part of it; (h) Neither the Holder nor the Sheriff is required to keep Collateral
identifiable; (i) The Holder may use the Collateral in any manner as it in its sole
discretion deems advisable. 8




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13. This Debenture shall be governed by and construed in accordance with
the laws of the State of New York. Each of the parties consents to the
exclusive jurisdiction of the federal courts whose districts encompass any part
of the City of New York or the state courts of the State of New York sitting in
the City of New York in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions. To the extent determined
by such court, the Company shall reimburse the Holder for any reasonable legal
fees and disbursements incurred by the Holder in enforcement of or protection
of any of its rights under any of this Debenture. 14. The Company and the Holder hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the Parties hereto against the
other in respect of any matter arising out of or in connection with this
Debenture. 15. The following shall constitute an Event of Default:  a.
    
    The Company shall default in the payment of
principal or interest on this Debenture due hereunder or any
other amount due, and, in any such instance, the same shall
continue for a period of five (5) business days; or  b.
    
    Any of the representations or warranties made by
the Company herein, in the Securities Purchase Agreement or
any of the other Transaction Agreements or in any certificate
or financial or other written statements heretofore or
hereafter furnished by the Company in connection with the
execution and delivery of this Debenture or the Securities
Purchase Agreement shall be false or misleading in any
material respect at the time made; or  c.
    
    Subject to the terms of the Securities Purchase
Agreement, the Company fails to authorize or to cause its
Transfer Agent to issue shares of Common Stock upon exercise
by the Holder of the conversion rights of the Holder in
accordance with the terms of this Debenture, fails to transfer
or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of
this Debenture and when required by this Debenture or the
Registration Rights Agreement, and such transfer is otherwise
lawful, or fails to remove any restrictive legend on any
certificate or fails to cause its Transfer Agent to remove
such restricted legend, in each case where such removal is
lawful, as and when required by this Debenture, the Agreement
or the Registration Rights Agreement, and any such failure
shall continue uncured for ten (10) business days; or  d.
    
    The Company shall fail to perform or observe, in
any material respect, any other covenant, term, provision,
condition, agreement or obligation of any Debenture in this
series and such failure shall continue uncured for a
period of thirty (30) days after written notice from the
Holder of such failure; or 9




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e.
    
    The Company shall fail to perform or observe, in
any material respect, any covenant, term, provision,
condition, agreement or obligation of the Company under any of
the Transaction Agreements and such failure shall continue
uncured for a period of fourteen (14) days after written
notice from the Holder of such failure; orf.
    
    The Company shall (1) admit in writing its
inability to pay its debts generally as they mature; (2) make
an assignment for the benefit of creditors or commence
proceedings for its dissolution; or (3) apply for or consent
to the appointment of a trustee, liquidator or receiver for
its or for a substantial part of its property or business; org.
    
    A trustee, liquidator or receiver shall be
appointed for the Company or for a substantial part of its
property or business without its consent and shall not be
discharged within sixty (60) days after such appointment; orh.
    
    Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial
portion of the properties or assets of the Company and shall
not be dismissed within sixty (60) days thereafter; ori.
    
    Any money judgment, writ or warrant of
attachment, or similar process in excess of Two Hundred
Thousand ($200,000) Dollars in the aggregate shall be entered
or filed against the Company or any of its properties or other
assets and shall remain unpaid, unvacated, unbonded or
unstayed for a period of sixty (60) days or in any event later
than five (5) days prior to the date of any proposed sale
thereunder; orj.
    
    Bankruptcy, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under
any bankruptcy law or any law for the relief of debtors shall
be instituted by or against the Company and, if instituted
against the Company, shall not be dismissed within sixty (60)
days after such institution or the Company shall by any action
or answer approve of, consent to, or acquiesce in any such
proceedings or admit the material allegations of, or default
in answering a petition filed in any such proceeding; ork.
    
    The Company shall have its Common Stock suspended
from trading on, or delisted from, the Principal Trading
Market for in excess of ten (10) trading days; orl.
    
    Any event defined in another provision of this
Debenture as an Event of Default shall have occurred. If an Event of Default shall have occurred, then, or at any time thereafter,
and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a
waiver of any subsequent default) at the option of the Holder 10




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and in the
Holders sole discretion, the Holder may consider this Debenture immediately
due and payable (and the Maturity Date shall be accelerated accordingly),
without presentment, demand, protest or notice of any kinds, all of which are
hereby expressly waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately
enforce any and all of the Holders rights and remedies provided herein or any
other rights or remedies afforded by law. 15. Nothing contained in this Debenture shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or
any rights whatsoever as a shareholder of the Company, unless and to the extent
converted in accordance with the terms hereof. 16. In the event for any reason, any payment by or act of the Company or
the Holder shall result in payment of interest which would exceed the limit
authorized by or be in violation of the law of the jurisdiction applicable to
this Debenture, then ipso factothe obligation of the Company to pay interest
or perform such act or requirement shall be reduced to the limit authorized
under such law, so that in no event shall the Company be obligated to pay any
such interest, perform any such act or be bound by any requirement which would
result in the payment of interest in excess of the limit so authorized. In the
event any payment by or act of the Company shall result in the extraction of a
rate of interest in excess of a sum which is lawfully collectible as interest,
then such amount (to the extent of such excess not returned to the Company)
shall, without further agreement or notice between or by the Company or the
Holder, be deemed applied to the payment of principal, if any, hereunder
immediately upon receipt of such excess funds by the Holder, with the same
force and effect as though the Company had specifically designated such sums to
be so applied to principal and the Holder had agreed to accept such sums as an
interest-free prepayment of this Debenture. If any part of such excess remains
after the principal has been paid in full, whether by the provisions of the
preceding sentences of this Section or otherwise, such excess shall be deemed
to be an interest-free loan from the Company to the Holder, which loan shall be
payable immediately upon demand by the Company. The provisions of this Section
shall control every other provision of this Debenture. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11




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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized. Dated: _______________, 2004URANIUM POWER CORPORATIONName:(Title):
 12




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EXHIBIT A NOTICE OF CONVERSION
OF
6% SECURED CONVERTIBLE DEBENTURE DUE JUNE 1, 2004
(To be Executed by the Registered Holder in Order to Convert the Debenture) FROM:
    (Holder)DATE:
    (the Conversion Date) RE:
    
    Conversion of $           principal amount (the Converted Debenture)
of the 6% Secured Convertible Debenture Due June 1, 2004 (the Debenture)
of URANIUM POWER CORPORATION (the Company) into            shares
(the Conversion Shares) of Common Stock (defined below)
 CONVERSION DATE: The captioned Holder hereby gives notice to the Company, pursuant to the
Debenture of URANIUM POWER CORPORATION that the Holder elects to convert the
Converted Debenture into fully paid and non-assessable shares of Common Stock,
$0.001 par value (the Common Stock), of the Company as of the Conversion Date
specified above. Said conversion shall be based on the following Conversion
Price  __
    
    $           , representing the original Conversion Price (as defined in the Debenture)__
    
    $           , representing the original Conversion Price (as defined
in the Debenture), adjusted in accordance with the provisions of the
Debenture. 13




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Based on this Conversion Price, the number of Conversion Shares
indicated above should be issued in the following name(s): Name and Record Address
    
    Conversion Shares
 It is the intention of the Holder to comply with the provisions of Section
4(C) of the Debenture regarding certain limits on the Holders right to convert
thereunder. Based on the analysis on the attached Worksheet Schedule, the
Holder believe this conversion complies with the provisions of said Section
4(C). Nonetheless, to the extent that, pursuant to the conversion effected
hereby, the Holder would have more shares than permitted under said Section,
this notice should be amended and revised, ab initio, to refer to the
conversion which would result in the issuance of shares consistent with such
provision. Any conversion above such amount is hereby deemed void and revoked. As contemplated by the Debenture and the Securities Purchase Agreement,
this Notice of Conversion is being sent by facsimile to the telecopier number
and officer indicated above. If this Notice of Conversion represents the full conversion of the
outstanding balance of the Converted Debenture, the Holder either (1) has
previously surrendered the Converted Debenture, duly endorsed, to the Company
or (2) will surrender (or cause to be surrendered) the Converted Debenture,
duly endorsed, to the Company at the address indicated above by express courier
within five (5) business days after delivery or facsimile transmission of this
Notice of Conversion. The certificates representing the Conversion Shares should be transmitted
by the Company to the Holder via express courier or by electronic transfer
within the time contemplated by the Debenture and Securities Purchase Agreement
after receipt of this Notice of Conversion (by facsimile transmission or
otherwise) to:       14




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As contemplated by the Debenture, the Company should also pay all accrued
but unpaid interest on the Converted Debenture to the Holder.  If the Company elects to pay such interest in Common
Stock, as contemplated by and subject to the provisions of the
Debenture, such shares should be issued in the name of the Holder
and delivered in the same manner as, and together with, the
Conversion Shares.  If the Company elects or is required to pay the interest
paid in cash, such payment should be made by wire transfer as
follows: (Print name of Holder)By:(Signature of Authorized Person)(Printed Name and Title)
 15




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NOTICE OF CONVERSION
WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates2. Shares to be issued on current conversion(s) and other exercise(s)3. Other shares to be issued on other current conversion(s) and
other current exercise(s)4. Other shares eligible to be acquired within next 60 days
without restriction5. Total [sum of Lines 1 through 4]6. Outstanding shares of Common Stock*7. Adjustments to Outstandinga. Shares known to Holder as previously issued
to Holder or others but not included in Line 6b. Shares to be issued per Line(s) 2 and 3c. Total Adjustments [Lines 7a and 7b]8. Total Adjusted Outstanding [Lines 6 plus 76c]9. Holders Percentage [Line 5 divided by Line 8]
    
    
    %[Note: Line 9 not to be above 4.99%]
 16




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* Based on latest SEC filing by Company or information provided by executive
officer of Company, counsel to Company or transfer agent 17