EXHIBIT 4.2

                                   DEBENTURES

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                  BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
                  COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT
                  TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(B) OF
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
                  REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE
                  504 OF REGULATION D PROMULGATED THEREUNDER.

                  THIS INFORMATION IS DISTRIBUTED PURSUANT TO AN EXEMPTION FOR
                  SMALL OFFERINGS UNDER THE RULES OF THE COLORADO SECURITIES
                  DIVISION. THE SECURITIES DIVISION HAS NEITHER REVIEWED OR
                  APPROVED ITS FORM OR CONTENT. THE SECURITIES DESCRIBED MAY
                  ONLY BE PURCHASED BY "ACCREDITED INVESTORS" AS DEFINED BY RULE
                  504 OF SEC REGULATION D AND THE RULES OF THE COLORADO
                  SECURITIES DIVISION.


SPC-001                                                            US $1,000,000



                      NATIONAL RESIDENTIAL PROPERTIES INC.

       8% SERIES SPC SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE DEBENTURES
                               DUE APRIL 12, 2003

         THIS DEBENTURE of National Residential Properties, Inc., a corporation
duly organized and existing under the laws of Nevada ("Company"), designated as
its 8% Series SPC Senior Subordinated Convertible Redeemable Debentures Due
April 12, 2003, in an aggregate principal face amount not exceeding One Million
Dollars (U.S. $1,000,000), which Debentures are being purchased at 90% of the
face amount of such Debentures.

         FOR VALUE RECEIVED, the Company promises to pay to the registered
holders hereof and their authorized successors and permitted assigns, as set
forth on Schedule A hereto ("Holder"), the aggregate principal face of One
Million Dollars (U.S. $1,000.000) on April 12, 2003 ("Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of 8% per annum
commencing May 12, 2003 and due in full at the Maturity Date pursuant to
paragraph 4(b) herein. Accrual of outstanding principal sum has been made or
duly provided for. The interest so payable will be paid to the person in whose
name this Debenture is registered on the records of the Company regarding
registration and transfers of the Debentures ("Debenture Register"); provided,
however, that the Company's obligation to a transferee of this Debenture arises
only if such transfer, sale or other disposition is made in accordance with the
terms and conditions of the Securities Subscription Agreement dated as of April
12, 2000 between Power Acquisition Corp. and the Holder ("Subscription
Agreement"), which Subscription Agreement has been assigned to and assumed by
the Company. The principal of, and interest on, this Debenture are payable at
the address last appearing on the Debenture Register of the Company as
designated in writing by the Holder hereof from time to time. The Company will
pay the outstanding principal due upon this Debenture before or on the Maturity
Date, less any amounts required by law to be deducted or withheld, to the Holder
of this Debenture by check if paid more than 10 days prior to the Maturity Date
or by wire transfer and addressed to such Holder at the last address appearing
on the Debenture Register. The forwarding of such check or wire transfer shall
constitute a payment of outstanding principal hereunder and shall satisfy and
discharge the liability for principal on this Debenture to the extent of the sum
represented by such check or wire transfer. Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein.

         This Debenture is subject to the following additional provisions:

         1. The Debentures are issuable in denominations of Five Thousand
Dollars (US$5,000) and integral multiples thereof. The Debentures are
exchangeable for an equal aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holders surrendering the same, but
not less than U.S. $5,000. No service charge will be made for such registration
or transfer or exchange, except that Holder shall pay any tax or other
governmental charges payable in connection therewith.

         2. The Company shall be entitled to withhold from all payments any
amounts required to be withheld under the applicable laws.

         3. This Debenture may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended ("Act") and applicable state
securities laws. 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 all other purposes, whether or not this Debenture be overdue, and
neither the Company nor any such agent shall be affected or bound by notice to
the contrary. Any Holder of this Debenture, electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in Section 4(a), and any prospective transferee of this Debenture, are
also required to give the Company written confirmation that the Debenture is
being converted ("Notice of Conversion") in the form annexed hereto as Exhibit
I. The date of receipt (including receipt by telecopy) of such Notice of
Conversion shall be the Conversion Date.

         4. (a) The Holder of this Debenture is entitled, at its option, at any
time immediately following execution of this Agreement and delivery of the
Debenture hereof, to convert all or any amount over $10,000 of the principal
face amount of this Debenture then outstanding into freely tradeable shares of
common stock, no par value per share, of the Company without restrictive legend
of any nature ("Common Stock"), at a conversion price ("Conversion Price") for
each share of Common Stock equal to 70% of the lowest closing bid price of the
Common Stock as reported on the OTC Electronic Bulletin Board or any exchange on
which the Company's shares are traded ("OTCBB") for any trading day on which a
Notice of Conversion is received by the Company, provided such Notice of
Conversion is delivered by fax to the Company between the hours of 4 P.M.
Eastern Standard or Daylight Savings Time and 7 P.M. Eastern Standard or
Daylight Savings Time, or for any of the 3 consecutive trading days immediately
preceding the date of receipt by the Company of each Notice of Conversion
("Conversion Shares"). If the number of resultant Conversion Shares would as a
matter of law or pursuant to regulatory authority require the Company to seek
shareholder approval of such issuance, the Company shall, as soon as
practicable, take the necessary steps to seek such approval. Such conversion
shall be effectuated, as provided in a certain Escrow Agreement executed
simultaneously with this Debenture, by the Company delivering the Conversion
Shares to the Holder within 5 business days of receipt by the Company of the
Notice of Conversion. Once the Holder has received such Conversion Shares, the
Escrow Agent shall surrender the Debentures to be converted to the Company,
executed by the Holder of this Debenture evidencing such Holder's intention to
convert this Debenture or a specified portion hereof, and accompanied by proper
assignment hereof in blank. Accrued but unpaid interest shall be subject to
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share.

                  (b) Interest at the rate of 8% per annum shall be paid by
issuing Common Stock of the Company as follows: Based on 70% of the lowest
closing bid price of the Common Stock as reported on the OTC Electronic Bulletin
Board or any exchange on which the Company's shares are traded ("OTCBB") for any
trading day on which a Notice of Conversion is received by the Company, provided
such Notice of Conversion is delivered by fax to the Company between the hours
of 4 P.M. Eastern Standard or Daylight Savings Time and 7 P.M. Eastern Standard
or Daylight Savings Time, or for any of the 3 consecutive trading days
immediately preceding the date of receipt by the Company of each Notice of
Conversion ("Market Price"), the Company shall issue to the Holder shares of
Common Stock in an amount equal to the total monthly interest accrued and due
divided by 70% of the Market Price ("Interest Shares"). The dollar amount of
interest payable pursuant to this paragraph 4(b) shall be calculated based upon
the total amount of payments actually made by the Holder in connection with the
purchase of the Debentures at the time any interest payment is due. If such
payment is made by check, interest shall accrue beginning 10 days from the date
the check is received by the Company. If such payment is made by wire transfer
directly into the Company's account, interest shall accrue beginning on the date
the wire transfer is received by the Company. Common Stock issued pursuant
hereto shall be issued pursuant to Rule 504 of Regulation D in accordance with
the terms of the Subscription Agreement.

                  (c) At any time after 90 days the Company shall have the
option to pay to the Holder 130% of the principal amount of the Debenture, in
full, to the extent conversion has not occurred pursuant to paragraph 4(a)
herein, or pay upon maturity if the Debenture is not converted. The Company
shall give the Holder 5 days written notice and the Holder during such 5 days
shall have the option to convert the Debenture or any part thereof into shares
of Common Stock at the Conversion Price set forth in paragraph 4(a) of this
Debenture.

                  (c) Upon (i) a transfer of all or substantially all of the
assets of the Company to any person in a single transaction or series of related
transactions, or (ii) a consolidation, merger or amalgamation of the Company
with or into another person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the jurisdiction
of incorporation of the Company and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of Common
Stock) (each of items (i) and (ii) being referred to as a "Sale Event"), then,
in each case, the Company shall, upon request of any Holder, redeem the
Debentures registered in the name of such Holder in cash for 130% of the
principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid
principal amount of this Debenture (together with the amount of accrued but
unpaid interest) into shares of Common Stock of the surviving entity at the
Conversion Price.

                  (d) In case of any reclassification, capital reorganization or
other change or exchange of outstanding shares of the Common Stock, or in case
of any consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Seller is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock), the
Company shall cause effective provision to be made so that the Holder of this
Debenture shall have the right thereafter, by converting this Debenture, to
purchase or convert this Debenture into the kind and number of shares of stock
or other securities or property (including cash) receivable upon such
reclassification, capital reorganization or other change, consolidation or
merger by a holder of the number of shares of Common Stock that could have been
purchased upon exercise of the Debentures and at the same Conversion Price, as
defined in the Debenture, immediately prior to such reclassification, capital
reorganization or other change, consolidation or merger. The foregoing
provisions shall similarly apply to successive reclassifications, capital
reorganizations and other changes of outstanding shares of Common Stock and to
successive consolidations or mergers. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by
the Board of Directors of the Company or successor person or entity acting in
good faith.

         5. 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 form,
herein prescribed.

         6. The Company hereby expressly waives demand and presentment for
payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any
action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereto.

         7. The Company agrees to pay all costs and expenses, including
reasonable attorneys' fees, which may be incurred by the Holder in collecting
any amount due under this Debenture.

         8. If one or more of the following described "Events of Default" shall
occur and continue for 30 days, unless a different time frame is noted below:

         (a) The Company shall default in the payment of principal or interest
on this Debenture; or

         (b) Any of the representations or warranties made by the Company
herein, in the Subscription Agreement, or in any certificate or financial or
other written statements heretofore or hereafter furnished by or on behalf of
the Company in connection with the execution and delivery of this Debenture or
the Subscription Agreement shall be false or misleading in any material respect
at the time made or the Company shall violate any covenants in the Subscription
Agreement including but not limited to Section 5(b) or 10; or

         (c) The Company shall fail to perform or observe, in any material
respect, any other covenant, term, provision, condition, agreement or obligation
of the Company under this Debenture, and the Subscription Agreement and such
failure shall continue uncured for a period of thirty (30) days after notice
from the Holder of such failure; or

         (d) The Company shall (1) become insolvent; (2) admit in writing its
inability to pay its debts generally as they mature; (3) make an assignment for
the benefit of creditors or commence proceedings for its dissolution; (4) 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; (5) file a petition for
bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state
laws as applicable; or

         (e) 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 thirty (30) days after such
appointment; or

         (f) 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; or

         (g) Any money judgment, writ or warrant of attachment, or similar
process, in excess of One Hundred Thousand ($100,000) 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
fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or

         (h) 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 voluntarily by or involuntarily against
the Company; or

         (i) The Company shall have its Common Stock delisted from the
over-the-counter market or other market or exchange on which the Common Stock is
or becomes listed or, if the Common Stock trades, then trading in the Common
Stock shall be suspended for more than 10 consecutive days; or

         (j) The Company shall not deliver to the Buyer the Common Stock
pursuant to paragraph 4 herein without restrictive legend within 5 business
days.

Then, or at any time thereafter, unless cured, 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, without presentment,
demand, protest or (further) notice of any kind (other than notice of
acceleration), 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, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law.

         9. This Debenture represents a prioritized obligation of the Company.
However, 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.

         10. In case any provision of this Debenture is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Debenture will not in any way
be affected or impaired thereby.

         11. This Debenture and the agreements referred to in this Debenture
constitute the full and entire understanding and agreement between the Company
and the Holder with respect to the subject hereof. Neither this Debenture nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.

         12. This Debenture shall be governed by and construed in accordance
with the laws of Colorado applicable to contracts made and wholly to be
performed within the State of Colorado and shall be binding upon the successors
and assigns of each party hereto. The Holder and the Company hereby mutually
waive trial by jury and consent to exclusive jurisdiction and venue in the
courts of the State of Colorado. At Holder's election, any dispute between the
parties may be arbitrated rather than litigated in the courts, before the
American Arbitration Association in Denver and pursuant to its rules. Upon
demand made by the Holder to the Company, the Company agrees to submit to and
participate in such arbitration. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.





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<PAGE>



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

Dated: November 3, 2000

                                NATIONAL RESIDENTIAL PROPERTIES, INC.



                                By:          /s/ Richard Astrom
                                   --------------------------------------------
                                                 Richard Astrom

                                Title: President
                                Dated: April 19, 2001