ANNEX I

                                                                              TO
                                                   SECURITIES 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.

No.____________                                                 US $ ___________


             6% SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 28, 2005

         THIS DEBENTURE is one of a duly authorized issue of up to $2,000,000 in
Debentures  of URANIUM POWER  CORPORATION  a corporation  organized and existing
under the laws of the State of Colorado  (the  "Company")  designated  as its 6%
Secured Convertible Debentures- Series 2004 B

         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 February 28, 2005 (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 September 14, 2004, 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  September  14,  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.


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         This Debenture is subject to the following additional provisions:


         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


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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 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


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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  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)     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.


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<PAGE>


         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.

                  (ii)     The  redemption  price shall be calculated at 125% 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. .

         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


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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  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


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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 Subordinate
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;

                  (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 subordinate to the Security Interests granted to the holders of other
debentures issued in January 2004 and March 2004.

         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


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         (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;

                           (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;


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                           (viii)   With the  consent of the Holder in  writing,
                           to borrow  money for the  purpose of  carrying on the
                           business of 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.

         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.


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         15.      The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
or interest on this Debenture,  any Redemption Amount due hereunder, any penalty
amount due under the Registration Rights Agreement 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

                  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 (including the
Pledge  Agreement) and such failure shall  continue  uncured for a period of ten
(10) days after written notice from the Holder of such failure; or

                  f.       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; or


                                       10
<PAGE>


                  g.       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; or

                  h.       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; or

                  i.       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; or

                  j.       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;
or

                  k.       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; or

                  l.       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 and the Holder has provided  written
notice that the Holder has declared the Company in default, 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 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.

         16.      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.


                                       11
<PAGE>


         17.      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 facto the 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]


                                       12
<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: ___________________, 2004

                                                URANIUM POWER CORPORATION

                                                By:_____________________________
                                                   Name:
                                                   Title:


                                       13
<PAGE>


EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF
             6% SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 28, 2005

   (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 February,  2005 (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.


<PAGE>


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:


<PAGE>


         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)




<PAGE>


                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE

1.   Current Common Stock holdings of Holder and Affiliates         ____________

2.   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 restriction                                       ____________

5.   Total [sum of Lines 1 through 4]                               ____________

6.   Outstanding shares of Common Stock*                            ____________

7.   Adjustments to Outstanding

     a.  Shares known to Holder as  previously
         issued to Holder or others but not included in Line 6      ____________

     b.  Shares to be issued per Line(s) 2 and 3                    ____________

     c.  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%]


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